I Am The Matrix
by Hanny Boy
Summary: An action comedy version of The Matrix starring myself rather than Neo, thus the 'I Am' title. This is the first in the I Am movie script series. Sorry, but I was too darn lazy to seperate it into chapters. And sorry about the format. I'll fix it ASAP.


**I Am The Matrix**

Written by _John 'Hanny' S._.  
Project Started May 1st, 2006

Project Ended--

FADE IN ON:

COMPUTER SCREEN

So close it has no boundaries.

A blinking cursor pulses in the electric darkness like a

heart coursing with phosphorous light, burning beneath

the derma of black-neon glass.

A PHONE begins to RING, we hear it as though we were

making the call. The cursor continues to throb,

relentlessly patient, until --

MAN (V.O.)

Hello?

Data now slashes across the screen, information flashing

faster than we read.

SCREEN

Call trans opt: received.

2-19-96 13:24:18 REC:Log 

WOMAN (V.O.)

I'm inside. Anything to report?

We listen to the phone conversation as though we were on

a third line. The man's name is CYPHER. The woman,

TRINITY.

CYPHER (V.O.)

Let's see. Target left work at

5:01 PM. Damn, and I had my money

on 5:00 PM. I'm one minute OFF...

SCREEN

Trace program: running.

The entire screen fills with racing columns of numbers.

Shimmering like green-electric rivets, they rush at a 10-

digit phone number in the top corner.

CYPHER (V.O.)

He caught the northbound Howard

line. Got off at Sheridan.

Stopped at 7-11. Purchased a

pack of soda and a box of Mini-

Wheats. Stubbed his toe on a

corner. Beat up a hobo. Returned home.

The area code is identified. The first three numbers

suddenly fixed, leaving only seven flowing columns.

We begin MOVING TOWARD the screen, CLOSING IN as each

digit is matched, one by one, snapping into place like

the wheels of a slot machine.

TRINITY (V.O.)

All right, you're relieved. Use

the usual exit.

CYPHER (V.O.)

What exit? We have a USUAL exit??

TRINITY (V.O.)

Dammit, Cypher, just GO!

CYPHER (V.O.)

Do you know when we're going to

make contact?

TRINITY

Soon, okay?

Only two thin digits left.

CYPHER (V.O.)

Just between you and me, you don't

believe it, do you? You don't

believe this guy is the One?

TRINITY (V.O.)

I think Morpheus believes he is.

CYPHER (V.O.)

I know. Personally, I think he's the TWO.

But what about you?

TRINITY (V.O.)

I think Morpheus knows things that

I don't.

CYPHER (V.O.)

Heh, mebbe. Yeah, but if he's wrong --

TRINITY (V.O.)

Look, just SHUT UP.

The final number pops into place --

TRINITY (V.O.)

Did you hear that?

CYPHER (V.O.)

Hear what? All I hear is your creepy

VOICE...

SCREEN

Trace complete. Call origin:

#312-555-0690

TRINITY (V.O.)

Are you sure this line is clean?

CYPHER (V.O.)

Yeah, course I'm sure. I used

some cleaner and a dust rag.

TRINITY (V.O.)

Hah hah, Cypher...

We MOVE STILL CLOSER, the ELECTRIC HUM of the green

numbers GROWING INTO an OMINOUS ROAR.

TRINITY (V.O.)

I better go.

CYPHER (V.O.)

Yeah. Right. See you on the other side.

She hangs up as we PASS THROUGH the numbers, entering the

netherworld of the computer screen.

Where gradually the sound of a police radio grows around

us.

RADIO (V.O.)

Attention all units. Attention

all units. Bob's Doughnut Bakery

has a two-for-one sale on chocolate

doughnuts.

Suddenly, a flashlight cuts open the darkness and we find

ourselves in --

INT. CHASE HOTEL - NIGHT

The hotel was abandoned after a fire licked its way

across the polyester carpeting, destroying several rooms

as it spooled soot up the walls and ceiling leaving

patterns of permanent shadow.

We FOLLOW four armed POLICE officers using flashlights as

they creep down the blackened hall and ready themselves

on either side of room 303. The fourth officer is

chewing on a chocolate doughnut.

The biggest of them violently kicks in the door --

The other cops pour in behind him, guns thrust before

them.

BIG COP

Police! Freeze!

The room is almost devoid of furniture. There is a fold-

up table and chair with a phone, a modern, and a powerbook

computer. The only light in the room is the glow of the

computer.

Sitting there, her hands still on the keyboard, is

TRINITY; a woman in black leather.

BIG COP

Get your hands behind your head!

Trinity rises.

BIG COP

Hands behind your head! Now! Do

it!

COP MUNCHING DOUGHNUT

Yeh, doh itd! 'Fore we shoodt!

She slowly puts her hands behind her head.

EXT. CHASE HOTEL - NIGHT

A black sedan with tinted windows glides in through the

police cruisers.

AGENT SMITH and AGENT BROWN get out of the car.

They wear dark suits and sunglasses even at night. They

are also always hardwired; small Secret Service earphones

in one ear, its cord coiling back into their shirt

collars. Agent Brown trips over a rock, falls down, curses,

then gets back up.

AGENT SMITH

Lieutenant?

LIEUTENANT

Oh shit.

AGENT SMITH

Lieutenant, you were given

specific orders --

LIEUTENANT

I'm just doing my job. You gimme

that Juris-my dick-tion and you

can cram it up your ass.

AGENT SMITH

Shows what YOU know. We don't

HAVE asses.

The Lieutenant is confused, not knowing that Smith was referring

to how he and the Agents are really machines.

AGENT SMITH

The orders were for your protection.

The Lieutenant laughs.

LIEUTENANT

I think we can handle one little

girl. Especially a babe like this one.

Agent Smith nods to Agent Brown as they start toward the

hotel.

LIEUTENANT

I sent two units. They're

bringing her down now.

AGENT SMITH

No, Lieutenant, your men are dead. Sucks

to be YOU, doesn't it?

INT. CHASE HOTEL

The Big Cop flicks out his cuffs, the other cops holding

a bead. They've done this a hundred times, they know

they've got her, until the Big Cop reaches with the cuff

and Trinity moves --

It almost doesn't register, so smooth and fast, inhumanly

fast.

The eye blinks and Trinity's palm snaps up and hits the

cop's lower jaw, driving it upwards into his skull in a

mess of blood and bone. He falls, dead before he even hits

the floor.

And Trinity is moving again --

Seizing a wrist, misdirecting a gun, as a startled cop

FIRES --

A head explodes.

In blind panic, another airs his gun, the barrel, a fixed

black hole --

And FIRES --

Trinity twists out of the way, the bullet missing as she

reverses into a roundhouse kick, knocking the gun away.

The cop begins to scream when a jump kick crushes his

windpipe, killing the scream as he falls to the ground.

She looks at the four bodies.

TRINITY

Shit.

EXT. CHASE HOTEL

Agent Brown enters the hotel, while Agent Smith heads for

the alley. Brown, of course, bumps into the doors by accident,

forgetting to open them. He curses once more, then opens them

and enters.

INT. CHASE HOTEL

Trinity is on the phone, pacing. The other end is

answered.

MAN (V.O.)

Operator.

TRINITY

Morpheus! The link was traced! I

don't know how.

MORPHEUS (V.O.)

I know. Stay calm. You're not going

through your period again, are you?

TRINITY

How can I stay calm when I'm being

hunted down by Agents?! There ARE

some closing in on me, right?

MORPHEUS (V.O.)

Yes.

TRINITY

Goddamnit! I KNEW it!

MORPHEUS (V.O.)

You have to focus. There is a

phone. Wells and Laxe. You can

make it.

She takes a deep breath, centering herself.

TRINITY

All right --

MORPHEUS (V.O.)

Go.

She drops the phone. After she has left the room, a voice

is heard on the phone; Morpheus.

MORPHEUS (V.O.)

Hello? Trinity? I just wanted to

ask you something before you leave.

...Are you there? Hello? Damn...

INT. HALL

She bursts out of the room as Agent Brown enters the hall,

leading another unit of police. Trinity races to the

opposite end, exiting through a broken window onto the

fire escape. Her right leg catches some glass in it from the

window. Trinity winces, but is able to tolerate the pain.

TRINITY

Dammit! I should have took

the DOOR...Or the elevator...

EXT. FIRE E5CAPE

In the alley below, Trinity sees Agent Smith staring at

her. She can only go up.

SMITH

Hey, nice view...

EXT. ROOF

On the roof, Trinity is running as Agent Brown rises over

the parapet, leading the cops in pursuit.

Trinity begins to jump from one roof to the next, her

movements so clean, gliding in and out of each jump,

contrasted to the wild jumps of the cops.

Agent Brown, however, has the same unnatural grace. He

leaps over to another rooftop in pursuit, except at

one point he trips and falls flat on his face.

BROWN

Agh, dammit! Stupid...!

The METAL SCREAM of an EL TRAIN is heard and Trinity

turns to it, racing for the back of the building.

The edge falls away into a wide back alley. The next

building is over 40 feet away, but Trinity's face is

perfectly calm, staring at some point beyond the other

roof.

The cops slow, realizing they are about to see something

ugly as Trinity drives at the edge, launching herself

into the air.

From above, the ground seems to flow beneath her as she

hangs in flight

Then hitting, somersaulting up, still running hard.

COP

Motherfucker -- that's impossible!

OTHER COP

Hell...It's just like some kinda

action movie!

COP

Like...The Matrix?

OTHER COP

What the HELL are you talking

about?

They stare, slack-jawed, as Agent Brown duplicates the

move exactly, landing, rolling over a shoulder, up onto

one knee.

Just below the building are the runbling tracks of

riveted steel. The TRAIN SCREECHES beneath her, a

rattling blur of gray metal. Trinity junps, landing

easily.

She looks back just as Agent Brown hurls through the air

barely reaching the last car and banging his left knee

BROWN

AGH! STUPID...! WHY CAN'T

I BE MORE LIKE SMITH?!

Agent Brown stands, yanking out a gun.

Trinity is running hard as BULLETS WHISTLE past her head. One

skims across her right shoulder, creating a small gash. She

grasps it with her left hand, cursing silently.

Ahead she sees her only chance, 50 feet beyond the point

where the train has begun to turn, there is --

A window; a yellow glow in the midst of a dark brick

building.

Trinity zeroes in on it, running as hard as she can, her

speed compounded by the train. The SCREAM of the STEEL

rises as she nears the edge where the train rocks into the

turn.

Trinity hurtles into the empty night space, her body

leveling into a dive. She falls, arms covering her head

as --

The whole world seems to spin on its axis --

And she crashes with an EXPLOSION of GLASS and WOOD, then

falls onto a back stairwell, tumbling, bouncing down

stairs bleeding, broken --

But still alive.

Through the smashed window, she glimpses Agent Brown,

still on the train, his tie and coat whipping in the

wind; stone-faced, he touches his ear piece as the train

slides him past the window. Not bothering to look where

the train was headed, his head smacked into a low-hanging

sign suspended over the train tracks by two steel posts.

BROWN

OW! DAMMIT! Why does this always

HAPPEN to me?!

Trinity tries to move. Everything hurts.

TRINITY

Get up, Trinity. You're fine.

Get up -- just get up! Who am I

kidding? I'm NOT fine...

She stands and limps down the rest of the stairs.

EXT. STREET

Trinity emerges from the shadows of an alley and, at the

end of the block, in a pool of white street light, she

sees it.

The telephone booth.

Obviously hurt, she starts down the concrete walk,

focusing in completely, her pace quickening, as the PHONE

begins to RING. A hobo walking by hears the phone and

picks it up.

HOBO

Hello? Hello?

TANK (V.O.)

Trinity? Is that you? I'm

gonna get you outta th-

HOBO

Hello? Hello? Hello?

The hobo hangs up the phone and shuffles away.

Across the street, a garbage truck suddenly u-turns, its

TIRES SCREAMING as it accelerates.

Trinity sees the headlights on the truck arcing at the

telephone booth as if taking aim. The hobo had the

unfortunate part of being in the truck's way, and is

run over by it.

Gritting through the pain, she races the truck --

Slamming into the booth, the headlights blindingly

bright, bearing down on the box of Plexiglas just as --

She answers the phone.

There is a frozen instant of silence before the hulking

mass of dark metal lurches up onto the sidewalk --

Barreling through the booth, bulldozing it into a brick

wall, smashing it to Plexiglas pulp.

After a moment, a black loafer steps down from the cab of

the garbage truck. Agent Smith inspects the wreckage.

There is no body. Trinity is gone.

His jaw sets as he grinds his molars in frustration.

AGENT JONES walks up behind him.

AGENT SMITH

Did you get anything from the

room?

AGENT JONES

Some porno, a box of pencils and

an issue of Leather & Bike Monthly.

AGENT SMITH

NOT THAT, YOU IMBECILE. NAMES.

I NEED NAMES. What did you get?

AGENT JONES

Their next target. The name is

Han.

The handset of the pay phone lays on the ground,

separated in the crash like a severed limb.

AGENT SMITH

We'll need a search running.

AGENT JONES

It's already begun.

We are SUCKED TOWARDS the mouthpiece of the phone, CLOSER

and CLOSER, UNTIL the smooth gray plastic spreads out

like a horizon and the small HOLES WIDEN until we fall

through one --

Swallowed by the darkness that becomes --

A computer screen.

We are on-line, inside a chat room called "The Matrix."

It is an exclusive web-site where hackers hang out.

SCREEN

JACKON: 1 herd M0rfheus haz aben

un ths bard.

JACKON: board ;;;

SUPERASTIC: Morphesu dosn't ev3n

exts & teh Martix iz n0thign

bt n advertzign gimick 4 a n3w

gaem.

TIMAXE: ll 1 wnt 2 knuw is

Trnity raelly a grrl?

LODIII: 87 uf ale womne on lien

r rally m3n. lol

LODIII: women, not womne XD

QUARK: teh Mtrix iz a eufemism

fer teh govrnm3nt.

SUPERASTIC: no teh Martix i sthe

systme cntrlling ur lvies.

SUPERASTIC: lives

TIMAXE: yuo mean MTV.

SUPERASTIC: 1 maen Sega.

FOS4: ALL HAIL SEGA!!!

SUPERASTIC: STFU!

TIMAXE: n00b

We drift back from the electric conversation entering --

INT. HAN'S APARTMENT

It is a studio apartment that seems overgrown with

technology.

Weed-like cables coil everywhere, duct-taped into

thickets that wind up and around the legs of several

desks.

Tabletops are filled with cannibalized equipment that lay

open like an autopsied corpse.

We turn towards the center of this rat-nest of

technology, following the slurping and crunching of

cereal. We pass an open box of Mini-Wheats as we find --

HAN, a younger man who knows more about living inside a

computer than living outside one.

HAN

Stupid n00bs don't know crap.

He finishes his cereal and is about to disconnect when an

anonynous message slices onto the screen.

SCREEN

d0 u wnt 2 knuw wht teh

Matrix iz, Han?

Han is frozen when he reads his name.

SCREEN

SUPERASTIC: who saed that? 

JACKON: whus Han?

GIBSON: ths isa prviate borad.

f u wnt 2 knuw, fllow teh

whte rbbit.

HAN

Huh? Martix? Whazzat?

SCREEN

TIMAXE: smneone iz haking teh

hkkers!

FOS4: its Morfeus!!!1!!

JACKON: identfy urself!2

knck knock, Han.

A chill runs down his spine and when someone KNOCKS on

his door he almost jumps out of his chair.

He looks at the door, then back at the computer but the

message is gone.

HAN

...Ooookaaaaay.

He shakes his head, not completely sure what happened.

Again, someone knocks.

Cautiously, Han approaches the door.

VOICE (O.S.)

Hey, Hanny-boy! You in there?

Recognizing the voice, he relaxes and opens it. ANTHONY,

who lives down the hall, is standing outside with a group

of friends.

HAN

Aw, it's YOU. Sheesh, KNOCK before you

come in!

ANTHONY

I DID.

HAN

Oh...

ANTHONY

I need your help, man. Desperate.

They got me, man. The shackles of

fascism.

He holds up the red notice that accompanies the Denver

boot.

HAN

You got the money this time?

He holds up two hundred dollars and Han opens the door.

Anthony's girlfriend, DUJOUR, stops in front of Han.

DUJOUR

You can really get that thing off,

right now?

ANTHONY

I told you, honey, he may look

like just another geek but this

here is all we got left standing

between Big Brother and the New

World Order.

HAN

I'm telling ya, you're crazy, Anthony. We

should call you Crazy Anthony.

EXT. STREET

A police officer unlocks a yellow metal boot from the

wheel of an enormous oldsmobile.

INT. HAN'S APARTMENT

They watch from the window as the cops, silently,

robotically, climb into their van.

ANTHONY

Look at 'em. Automatons. Don't

think about what they're- doing or

why. Computer tells 'em what to

do and they do it.

FRIEND #l

Thc banality of evil.

He slaps the money in Han's hand.

ANTHONY

Thanks, neighbor.

DUJOUR

Why don't you come to the party

with us?

HAN

I don't know. I have to work

tomorrow. Just kidding. But I

HATE parties. They're too...SOCIAL.

DUJOUR

Come on. It'll be fun.

He looks up at her and suddenly notices on her black

leather motorcycle jacket dozens of pins: bands,

symbols, slogans, military medals and --

A small white rabbit.

The ROOM TILTS.

HAN

Follow the white rabbit?

DUJOUR

ExCUSE me?? Oh, you mean this

little pin I have? I think it's

cute!

INT. APARTMENT

An older Chicago apartment; a series of halls connects a

chain of small high-ceilinged rooms lined with heavy

casements.

Smoke hangs like a veil, blurring the few lights there

are.

Dressed predominantly in black, people are everywhere,

gathered in cliques around pieces of furniture like

jungle cats around a tree.

Han stands against a wall, alone, sipping from a bottle

of beer, feeling completely out of place, he is about to

leave when he notices a woman staring at him.

The woman is Trinity. She walks straight up to him.

In the nearest room, shadow-like figures grind against

each other to the pneumatic beat of INDUSTRIAL MUSIC.

TRINITY

Hello, Han.

HAN

Hey, call me Hanny. I love it

when chicks call me that.

TRINITY

...Whatever. I know a lot about you.

I've been wanting to meet you for

some time.

HAN

SWEET. So you're interested in me?

TRINITY

Yes, but not in the way you're

thinking, you perv.

HAN

Awwww...

TRINITY

My name is Trinity.

HAN

Trinity? The Trinity? The

Trinity that cracked the I.R.S.

Kansas City D-Base?

TRINITY

That was a long time ago.

HAN

Pfft! I could do better than THAT.

Gimme FIVE MINUTES alone with a

laptop and I could crack the

C.I.A. database. But...HUH.

TRINITY

What?

HAN

I just thought... you were a DUDE.

TRINITY

Most guys do.

Han laughs.

HAN

Sooo...you wanna go somewhere nice

and dark and 'talk'?

TRINITY

No. It's safe here and I don't

have much time.

HAN

WOAH. So you like to do it in

PUBLIC? Okay, I can be into that.

TRINITY

I'm NOT A PROSTITUTE, you perverted

freak.

The MUSIC is so loud they must stand very close, talking

directly into each other's ear.

HAN

That was you on the board tonight.

That was your note, wasn't it? You

type like a total n00b.

TRINITY

Sorry, but I'm not a very good speller.

I had to gamble that you would see it

and they wouldn't.

HAN

I see...

TRINITY

I can't explain everything to you.

I'm sure that it's all going to

seem very strange, but I brought

you here to warn you, Han. You

are in a lot of danger.

HAN

Pfft! Who ISN'T nowadays?

TRINITY

They're watching you. Something

happened and they found out about

you. Normally, if our target is

exposed we let it go. But this

time, we can't do that.

HAN

Okay, NOW you're being a n00b --

TRINITY

You came here because you wanted

to know the answer to a hacker's

question.

HAN

The Matrix. What is the Matrix?

Some kinda low-budget video game?

TRINITY

Twelve years ago I met a man, a

great man, who said that no one

could be told the answer to that

question. That they had to see

it, to believe it.

Her body is against his; her lips very close to his ear. Han grins

lecherously.

TRINITY

He told me that no one should look

for the answer unless they have to

because once you see it,

everything changes. Your life and

the world you live in will never

be the same. It's as if you wake

up one morning and the sky is

falling.

There is a hypnotic quality to her voice and Han feels

the words like a drug, seeping into him. He talks like

a drunkard.

HAN

Sky...falling...WOAH...far-out...

TRINITY

The truth is out there, Han. It's

looking for you and it will find

you, if you want it to.

She takes hold of him with her eyes.

TRINITY

That's all I can tell you right

now. Good-bye, Han. And good

luck.

HAN

Wait. Who was it? Who was the

man?

She leans close, her lips almost touching his ear as she

whispers. Han grins again, enjoying this.

TRINITY

You know who.

HAN

Nooo, I DON'T.

She turns and he watches her melt into the shifting wall

of bodies.

A SOUND RISES steadily, growing out of the music,

pressing in on Han until it is all he can hear as we --

CUT TO:

INT. HAN'S APARTMENT

The sound is an ALARM CLOCK, slowly dragging Han to

consciousness. He strains to read the clock face:

9:15 A.M.

HAN

Crapcrapcrap! I'm late!

EXT. SKYSCRAPER

The downtown office of CorTechs, a software development

company.

INT. CORTECHS OFFICE

The main offices are along each wall, the windows

overlooking downtown Chicago.

RHINEHEART, the ultimate company man, lectures Han

without looking at him, typing at his computer

continuously.

Han stares at two window cleaners on a scaffolding

outside, dragging their rubber squeegees down across the

surface of the glass. He fiddles with a Rubix cube he

bought earlier to pass the time.

RHINEHEART

You have a problem, Mr. Shackleford.

HAN

I suuuuure do. And YOU DO, too.

RHINEHEART

You think that you're special.

You believe that somehow the rules

do not apply to you.

He stops, glancing over his glasses at Han, who turns in

time.

RHINEHEART

Obviously, you are mistaken.

His long, bony fingers resume clicking the keyboard. Han scoffs

quietly, turning the Rubix cube and solving it several times over.

RHINEHEART

This company is one of the top

software companies in the world

because every single employee

understands that they are a part

of a whole. Thus, if an employee

has a problem, the company has a

problem.

He turns again.

RHINEHEART

The time has come to make a

choice, Mr. Shackleford. Either you

choose to be at your desk on time

from this day forth, or you choose

to find yourself another job. Do

I make myself clear?

HAN

Clear as crystal, BOSS.

Han says the last word 'Boss' in a sarcastic tone. Rhineheart

glares at him.

RHINEHEART

You have FIVE SECONDS to get out of

my office or you're FIRED.

Of course, not wanting to lose his job, Han leaves.

INT. HAN'S CUBICLE

The entire floor looks like a human honeycomb, with a

labyrinth of cubicles structured around a core of

elevators.

Han sits in his chair playing DOOM on his computer.

A TALL EMPLOYEE stands up in the adjacent cubicle,

leaning over the partition.

TALL EMPLOYEE

What did he say?

HAN

If I was late again, I'm going to

be fired. Soooo, I'm playing

DOOM now.

He smirks.

TALL EMPLOYEE

Well, it was nice working with

you.

HAN

Yeah, and YOU TOO, once I hack

into the company files and vandalise

your records.

VOICE (O.S.)

Han Shackleford?

Han turns and finds a FEDERAL EXPRESS MAN at his cubicle

door.

HAN

Uh, no, he's in the adjacent cubicle.

FEDEX

Nooo, I pretty SURE you're him. You

ARE sitting in his cubicle.

HAN

Okay, you caught me. What do I do?

The Fedex guy hands him an electronic pad.

Han signs the electronic pad and the Fedex guy hands him

the softpak.

FEDEX

Have a nice day.

HAN

Up yours.

He opens the bag. Inside is a CELLULAR PHONE. It seems

the instant it is in his hand, it RINGS. Unnerved, he

flips it open. In his best Mr. Burns impression, he speaks.

HAN

Hoy-hoy?

MORPHEUS (V.O.)

Hello, Neo. This is Morpheus.

HAN

Wrong script, dude. I'm HAN.

MORPHEUS (V.O.)

Sorry, I misspoke. Hang up.

Han turns off the cellphone. It rings again. He picks it up.

MORPHEUS (V.O.)

Hello, Han. This is Morpheus.

HAN

Hi!

MORPHEUS (V.O.)

I had hoped for this conversation

to take place under less adverse

conditions, but you can never

count on hope, can you, Han?

HAN

Uhh...Is that a trick question??

MORPHEUS (V.O.)

I've had my eye on you for quite

some time, Han. I have no idea if

you're ready to see what I have to

show you, but we're running out of

time. They're after you, Han. And

they're not going to stop until they

have you.

HAN

I get it! You're one of those STALKERS

I've heard so much about! Sweet! I can't

believe I'm being stalked! I feel so-

MORPHEUS (V.O.)

THEY'RE COMING FOR YOU.

HAN

Who's coming for me?

MORPHEUS (V.O.)

Stand up and see for yourself.

HAN

...Oookaaaaay. NOW?

MORPHEUS (V.O.)

Yes. Now.

Han starts to stand.

MORPHEUS (V.O.)

Do it slowly. Slowly. The elevator.

HAN

Okay, Mr. All-Seeing Eye.

His head slowly peeks up over the partition.

At the elevator, he sees Agent Brown and Agent Jones

leading a group of cops. A female employee turns and

points out Han's cubicle. Agent Brown stumbles into a

cabinet by accident, cursing.

Han ducks.

HAN

GAH! Stupid dirty double-crossing WHORE!

MORPHEUS (V.O.)

Yes. Yes, she is.

One cop stays at the elevator, the others follow the

agents.

HAN

I'm being hunted down by the M.I.B.?

Shouldn't they be starring in some

sucky sequel or something?! What do

they want with ME?!

MORPHEUS (V.O.)

I'm not sure. But, if you don't

want to find out, you better get

out of there.

HAN

Uh, okay. Ummm...HOW would I do that??

MORPHEUS (V.O.)

I can guide you out, but you have

to do exactly what I say.

HAN

Why do I have to trust YOU? You're just

some random dude who called me! I don't

even KNOW you!

The agents are moving quickly towards the cubicle. Agent Jones

pushes a guy out of the way, sending the guy ramming into the

side of a cubicle. Agent Brown tries to shove a woman, but

the woman screams and slaps him.

MORPHEUS (V.O.)

The cubicle across from you is

empty.

HAN

...Okay? So what?!

MORPHEUS (V.O.)

Go! Now!

Han lunges across the hall, diving into the other cubicle

just as the agents turn into his row.

Han crams himself into a dark corner, clutching the phone

tightly to him.

MORPHEUS (V.O.)

Stay here for a moment.

HAN

Fine time for me to be without

my shotgun!

The agents enter Han's empty cubicle. A cop is sent to

search the bathroom.

Morpheus' voice is a whisper in Han's ear.

MORPHEUS (V.O.)

A little longer...

Brown is talking to the tall employee. He stubs his toe by

accident, and curses.

MORPHEUS (V.O.)

When I tell you, go to the end of

the row to the first office on the

left, stay as low as you can.

Sweat trickles down his forehead.

MORPHEUS (V.O.)

Now.

Han rolls out of the cubicle, his eyes popping as he

freezes right behind a cop who has just turned around.

Staying crouched, he sneaks away, down the row, SHOOTING

across the opening to the first office on the left.

The room is empty.

HAN

Empty, just like you said! You're some

kinda magic dude who has a crystal ball?

MORPHEUS (V.O.)

You could say that. Now there is a window.

Open it.

HAN

How do you know all this?

Morpheus laughs quietly. Han frowns, already hating him.

MORPHEUS (V.O.)

The answer is coming, Han.

He opens the window. The window howls into the room.

MORPHEUS (V.O.)

Outside, there's a scaffold. You

can use it to get to the roof.

Leaning out the window, he sees that the scaffold is

several offices away.

HAN

No crapping WAY! It's too far, dude!

MORPHEUS (V.O.)

There's a small ledge. It's a

short climb. You can make it.

Han looks down; the building's glass wall vertigos into a

concrete chasm.

HAN

...Don't I need special equipment

for this or something?

MORPHEUS (V.O.)

Don't be controlled by your fear,

Han. There are only two ways out

of this building. One is that

scaffold. The other is in their

custody. You take a chance either

way. I leave it to you.

CLICK. He hangs up. Han looks at the door, then back at

the scaffold. Cursing silently, he braces himself.

HAN

This is SO STUPID...

He climbs up onto the window ledge. Hanging onto the

frame, he steps onto the small ledge.

The scaffold seems even farther away. He looks around at

the scenery, seeing the tall buildings in the distance and

the clear sky.

HAN

WOW, who knew death could look so pretty?

The WIND suddenly BLASTS up the face of the building,

knocking Han off balance. Recoiling, he clings harder to

the frame, and the phone falls out of his hand.

He watches as it is swallowed by the distance beneath him.

HAN

Aw, MAN! It was a free cellphone...

Sheesh, FORGET THIS!

He climbs back into the office just as a cop opens the

door.

HAN

Uhh...heh heh...Hi...

EXT. SKYSCRAPER

The agents lead a handcuffed Han out of the revolving

doors, forcing his head down as they push him into the

dark sedan.

Trinity watches in the rear view mirror of her

motorcycle.

TRINITY

Stupid kid...

INT. INTERROGATION ROOM - CLOSE ON CAMERA MONITOR

A wide angle view of a white room, where Han is sitting at

a table alone, playing with his Rubix cube.

We MOVE INTO the monitor, ENTERING the room as if the

monitor were a window.

At the same moment, the door opens and the agents enter.

Smith sits down across from Han. A thick manila envelope

slaps down on the table between them.

Han glances at the name on the file: "Shackleford, Han

R."

AGENT SMITH

We have been watching you for a

long time, Mr. Shackleford.

He opens the file. Paper rattle marks the silence as he

flips several pages. Han cannot tell if he is looking at

the file or at him. At one point, Smith gets a paper cut

on his finger from the pages. He curses, then continues.

AGENT SMITH

It seems that you have been living

two lives. In one life, you are

Han R. Shackleford, program writer

for a respectable software

company. You have a fake social

security number, you cheat on

your taxes and when you're in a

restaraunt you like to fill the

salt shakers with COCAINE...

Han chuckles. Smith's eyes look up at Han, then back down to

the pages.

The pages continue to turn.

AGENT SMITH

Your other life is on computers,

where your screenname is Han.

Oddly enough, you have legally

changed your name to that.

You like to play Doom, Half-Life 2,

and you like to go around PKing

on World of Warcraft. It also seems

that you have committed every kind

of computer crime there is, including

the unauthorized use of the D.M.V.

system for the removal of automobile

boots. You also are the creator of

the Smiley Virus; a virus which fills

the victim's computer screen with

smiley faces while it erases their

hard-drive.

Han smiles proudly.

AGENT SMITH

I'm going to be simple about this,

Han. One of these lives has a future,

while the other does not.

HAN

Huh!

Smith closes the file.

AGENT SMITH

Do you know why you are here, Mr.

Shackleford?

HAN

If it has anything to do with that

incident weeks ago with the illegal

fireworks and the ice cream truck,

I SWEAR that I had nothing to do

with it.

Smith looks at Han questioningly. Han grins innocently.

AGENT SMITH

You are here, Mr. Shackleford, because

we need your help.

He removes his sunglasses; his eyes are an unnatural ice-

blue. Han reels back a little, freaked out. Smith ignores this.

AGENT SMITH

We are aware that you have had contact

with an individual who goes by the

name Morpheus. You may not be aware

of this, but that man is wanted for

committing violent acts of terrorism

in many countries across the world.

We want him, and YOU can help us.

You'd be doing your country a great

service by helping us apprehend this

man, who is considered by many to

be one of the most dangerous men

alive.

HAN

For someone who's the most dangerous

man alive, he sures sounds stupid over

the phone. You can HEAR his nasal

breathing...

He leans closer. It's apparent that no matter what kind of

odd remark Han makes, he ignores it and continues with what

he was saying.

AGENT SMITH

My...COLLEAGUES...believe that

by talking to you about this, I am

wasting my time. But I believe that

you are a good man who wants to

do what's right. You are an intelligent

man, Mr. Shackleford. One who is

interested in the future. If you help

us, we'd be willing to help YOU put

all the mistakes of your past behind

and let you go on with your life.

Han matches his stare, and Smith blinks.

HAN

HA! You blinked.

AGENT SMITH

We are willing to wipe the slate

clean, to give you a fresh start

and all we are asking in return is

your cooperation in bringing a

known terrorist to justice.

Han shrugs his shoulders, having no clue as to what's going on. He

thinks he's on Candid Camera or something.

HAN

Hmmm...How about this? You let me

go and I'll forget this all ever

happened and NOT call the police

on you. I mean, come on, you didn't

even flash your FBI badge or anything!

If you're with the Secret Service or

whatever, why don't you show me your

badge?

Smith does.

HAN

...HUH. Umm...well, why don't

you just blow it out your EAR, huh?

I ain't changing for NOBODY. It's

not even New Year's Eve, yet.

Agent Smith puts his glasses back on.

AGENT SMITH

You disappoint me, Mr. Shackleford.

HAN

You sound like my MOTHER.

AGENT SMITH

The irony of your situation is

that you have no choice.

HAN

Then why'd you bother to ASK?

Maybe I'll just go call the police

and have you arrested.

Agent Smith smiles.

AGENT SMITH

So tell me, Mr. Shackleford; how can

one make a phone call when one is unable

to speak?

The question unnerves Han and strangely, he begins to

feel the muscles in his jaw tighten.

The standing agents snicker, watching Han's confusion

grow into panic. Han speaks, but quickly loses his ability

to do so.

HAN

Hey, whah thu?! My mouf! My mfff...

Han feels his lips grow soft and sticky as they slowly

seal shut, melding into each other until all trace of his

mouth is gone.

Wild with fear, he lunges for the door but the agents

restrain him holding him in the chair.

AGENT SMITH

As I have said before, Mr. Shackleford,

you have no choice in this matter.

Smith nods and the other two rip open his shirt.

From a case taken out of his suit coat, Smith removes a

long, fiber-optic wire tap.

Han struggles helplessly as Smith dangles the wire over

his exposed abdomen. Horrified, he watches as the

electronic device animates, become an organic creature

that resembles a hybrid of an insect and a fluke worm.

Thin, whisker-like tendrils reach out and probe into

Han's navel. He bucks wildly as Smith drops the creature

which looks for a moment like an uncut umbilical cord --

It begins to burrow, tail thrashing as it

worms its way inside.

INT. HAN'S APARTMENT - NIGHT

Screaming, Han bolts upright in bed.

He realizes that he is home. Was it a dream? His mouth

is normal. His stomach looks fine. He starts to take a

deep, everything-is-okay breath, when --

The PHONE RINGS.

HAN

Aw, DANGIT...

It CONTINUES RINGING,

building pressure in the room, forcing him up out of bed,

sucking him in with an almost gravitational force.

He answers it, saying nothing.

MORPHEUS (V.O.).

The line is tapped, so I will be

brief.

HAN

Finally, it's YOU! The Mr.

All-Seeing Eye guy! Look,

the agents --

MORPHEUS (V.O.)

Have gotten to you first. I know.

You are fortunate that they did not

simply kill you. If they knew what

I know, you would not be alive right

now.

Han feels sick.

MORPHEUS (V.O.)

Listen, Han. I have no idea what you

must be thinking right now, but know

this; I will NOT give up on you unless

you give up, yourself.

Han sighs, relieved that this mysterious guy at least

couldn't read his MIND, although at times it seemed he

DID.

MORPHEUS (V.O.)

Do you still want to meet?

HAN

Uh, sure...I guess.

MORPHEUS (V.O.)

The Howard line, South.

CLICK. He closes his eyes, unsure of what he has done.

HAN

Eh, maybe I'll do a little surfing

on the Net before I meet this weirdo.

EXT. EL TRAIN

An EL TRAIN RAGES against its metal rails.

INT. TRAIN

It is three a.m., and the train carries the usual urban

night crawlers. Han sits alone, once again playing with

his Rubix cube, humming some instrumental song. He thinks

to himself;

HAN

What did that stupid guy want me to

take the Howard line SOUTH for??

Well, I s'pose I'll find out sooner

or later. At least all this running

around crap is more exciting than

spending the day at my computer

chatting with NOOBS...

There is a METAL BANG and TRAIN CLATTER fills the car as

the door is opened.

Han turns and sees a large man enter. He is wearing

sunglasses and a black leather jacket. His name is APOC

and he walks straight at Han.

APOC

Come with me.

HAN

HECK no...

APOC

JUST DO IT, okay?

HAN

Well, I don't have anything BETTER

to do...

Han stands just as the door at the opposite end opens and

two police officers rush in, drawing their guns.

Apoc grabs Han, muscling him to the nearest exit. There

is no upcoming station.

HAN

Hey, what the-?!

Apoc yanks the emergency brake and the train buckles

against its own speed. The cops are thrown back. Han

slams against the metal rail.

The doors open onto nothing and just when Han regains his

balance, Apoc shoves him backwards --

He flies out from the train, arms windrilling as he falls

from the raised tracks --

Hurtling towards a busy city street when, out of nowhere,

a truck races under him and --

He crashes into a large dumpster-bed filled with empty

boxes.

INT. TRUCK BED

Still shaking his head, Han realizes he is not alone. A

man named Cable is aiming a big gun at him. Trinity is

next to him, talking into a cellular phone.

TRINITY

We got him. Call the chop-shop.

She hangs up. Han grins as he did before when talking to Trinity.

HAN

Well, HELLOOOO lips, legs, breasts and ass...

TRINITY

Listen to me, Han. You have to

trust us.

She tears off a long strip of black duct-tape and reaches

for his face.

HAN

What are you doing? I'm not into that

bondage stuff...

Trinity sighs to herself, realizing that Han STILL thinks that

she's some kind of hooker.

TRINITY

This has to be done for your

protection and ours.

HAN

Don't you need a CONDOM for protection?

Last I heard, duct tape doesn't work.

She seals his eyes shut with the tape.

TRINITY

You can't understand right now,

but if you're not one of us,

you're one of them.

EXT. LOWER WACKER

A featureless black van glides up to a staircase that

curls down from the city's surface.

Trinity guides the blind Han down the steps. The back of

the van slaps open, revealing a young, skinny man who

looks to be still in his teens, wearing an outfit that is

a cross between a surgeon and a telephone repair man.

His name is GIZMO and he smiles lewdly at Trinity,

exposing his teeth that are wired with weird-looking

braces.

GIZMO

Va va va voom. Still the hottest

software around.

TRINITY

Up yours, Gizmo.

Han hears the voices around him.

GIZMO

This is really the guy? The guy

that Morpheus thinks --

TRINITY

Yeah. But he's an idiot like you are.

GIZMO

But he's so old.

TRINITY

Are you going to help us or aren't

you?

GIZMO

Hacksaw. Load up the copper-top

and let's get the hell outta here.

Hacksaw is a huge man in a leather welder's apron. He

shoulders Han and hauls him into the van.

A moment later the green lights of Lower Wacker curve

over the tinted windshield as the van rushes through the

underworld.

INT. VAN

The chop-shop is filled with electronic gadgets, wired to

meters and monitors. There are shelves lined with

medical supplies and rows of hanging tools, knives,

cleavers, and stainless steel clamps.

Han is strapped down to an ambulance cart, humming

casually as Gizmo begins to work.

GIZMO

Okay, first we take a little look

under the hood.

He pulls up the goggles hanging at his neck and they

blink to life with tiny halogen lights and lenses irising

to varying levels of magnification.

GIZMO

You're going to feel a little

prick.

He inserts acupuncture-like needles into Han's lower

abdomen. The needles are wired to video monitors.

Hacksaw pilots the fiber-optic lens.

HAN

Uh, excuse me. WHAT are you doing?

TRINITY

We think you're bugged. We can't

take you to Morpheus until you're

clean.

GIZMO

There it is.

On a monitor, we see the bug nestled in among Han's large

intestines.

GIZMO

Hit him with 10 ccs of local.

Hacksaw loads a hypodermic needle and pumps an anesthetic

around Han's navel.

HAN

Hey waitaminute! Lemme see your

degree before you operate on me,

you quack! Don't think that just

because I can't SEE, that I can't

FEEL what you're doing!

Using a device that looks like a miniature speculum,

Gizmo inserts a knuckled dental pick. Typing into a

calculator keypad wired to the pick, he automates the

tip.

On the monitor, we watch it telescope out and the end

separate into a tiny hooked, metal claw.

GIZMO

Here, kitty, kitty, kitty.

The claw snags hold of the bug.

GIZMO

Gotcha!

But the bug reacts violently. Han screams as it wraps

itself around the soft tissue web of intestine.

GIZMO

Shit.

TRINITY

What's happening?

GIZMO

I don't know. They've never done

that before.

Han writhes in pain.

GIZMO

Hold him down.

HAN

HOLY CRAP! AAHHHG! I'M GONNA KILL

YOU FOR THIS, GIZMO!

TRINITY

Do something!

GIZMO

I got it! Maybe we can stun it.

TRINITY

Are you crazy? That will kill

him.

We watch Han, who can't see what they are talking about.

GIZMO

It'll work. Come on, do it or

Hacksaw will.

HAN

...Do what?

The instant he hears the word, he knows.

TRINITY

Clear.

HAN

Oh, CRAP --

The cry is frozen in his mouth as the paddles hit his

chest. Gizmo wrestles with the bug.

GIZMO

Hit him again!

Again, the electricity convulses through him as Gizmo

yanks the speculum out.

GIZMO

Got it!

Trinity touches Han, who is just beginning to breathe.

She eases the tape off his eyes.

TRINITY

Han, are you okay?

HAN

NO, I AM NOT, THANK YOU VERY MUCH!

TRINITY

It's over. We got it.

Hanging from the claw pick is the inanimate metal wire-

tap.

GIZMO

Nasty little bugger, ain't it?

INT. HOTEL LAFAYETTE

The van stops in a deserted alley behind a forgotten

hotel. The doors open and Trinity helps Han get out,

who is shaking his fist and cursing at Gizmo.

TRINITY

Thanks for your help, Gizmo.

GIZMO

I just hope the man knows what

he's doing.

She nods then climbs out of the van. Gizmo ogles the

tight leather pants.

GIZMO

Goddamn, what I wouldn't give for

a copy of that software.

Trinity turns around.

TRINITY

Gizmo, you don't have the hardware

to handle this software.

HAN

...You guys are INSANE.

Gizmo howls with adolescent laughter as the van pulls away.

Trinity turns to Han.

TRINITY

Let's go. He's waiting.

INT. HOTEL LAFAYETTE

It is a place of putrefying elegance, a rotting host of

urban maggotry.

Trinity leads Han from the stairwell down the hall of the

thirteenth floor. They stop outside room 1313.

TRINITY

This is it.

Han rubs his stomach area, still able to feel a faint

stab of pain from earlier. He just answers Trinity with

an annoyed groan.

TRINITY

Let me give one piece of advice.

Be honest. He knows more than you

can possibly imagine.

HAN

Yeah, sure. Whatever...

INT. ROOM 1313

Across the room, a dark figure stares out the tall

windows veiled with decaying lace. He turns and his

smile lights up the room.

MORPHEUS

At last.

He wears a long black coat and his eyes are invisible

behind circular mirrored glasses.

He strides to Han and they shake hands.

MORPHEUS

Welcome, Han. As you no doubt

have guessed, I am Morpheus.

HAN

Hey, you're that Mr. All-Seeing

Eye guy!

MORPHEUS

Please. Come. Sit.

HAN

Yes. Please. Sat.

He ignores Han's sarcasm and nods to Trinity.

MORPHEUS

Thank you, Trinity.

She bows her head sharply and exits through a door to an

adjacent room.

They sit across from one another in cracked, burgundy-

leather chairs.

MORPHEUS

I would imagine that you feel a bit

afraid of what is happening to you.

HAN

More like I'm on a DRUG TRIP...

Say, is that Trinity chick your's?

She's hot, can I have her?

MORPHEUS

Will you SHUT UP and LISTEN?

As I was saying, you must be afraid,

but from the look in your eyes, you

seem to be accepting what you see

because you keep expecting to wake up

back in your bedroom.

A smile, razor-thin, curls the corner of his lips.

MORPHEUS

Actually, you ARE 'dreaming', in a

sense. Well, I'm getting ahead of

myself. Tell me, Han, do you know

why you are here?

HAN

Because I was kidnapped by a bunch

of psychos like you and taken here.

MORPHEUS

I was thinking something more along

the lines of 'You're Morpheus. You're

a legend. Most hackers would DIE to

meet you'.

HAN

HECK NO. I'm better than YOU.

MORPHEUS

Whatever. I think we both know there's more

to it than that. Do you believe in fate, Han?

HAN

No. That stuff's for New Age freaks or

something.

MORPHEUS

Why not?

HAN

Because I'm in CONTROL of my life.

I'm not some puppet on a string.

Morpheus smiles secretly after that last line.

MORPHEUS

I know exactly what you mean.

Again, that smile that could cut glass. Han cringes slightly,

creeped out by this man.

MORPHEUS

Let me tell you why you are here.

You are here because you have the

gift.

HAN

What gift? Did it come in the mail,

because if so, well, the mailman

where I live won't give me my mail

anymore after I put cocaine in his

salt shaker.

MORPHEUS

I've watched you, Han. You do not

use a computer like a tool. You

use it like it was part of

yourself. What you can do inside

a computer is not normal. I know.

I've seen it. What you do is

magic.

Han smiles proudly.

HAN

Aw, shucks. Yeah, I AM way better than you.

But it's not magic, n00b.

MORPHEUS

But it is, Han. It is. How else

would you describe what has been

happening to you?

He leans forward.

MORPHEUS

We are trained in this world to

accept only what is rational and

logical. Have you ever wondered

why?

HAN

Because the government doesn't

want us to know there's magic in

the world??

MORPHEUS

As children, we do not separate

the possible from the impossible

which is why the younger a mind is

the easier it is to free while a

mind like yours can be very

difficult.

HAN

Free from what? Whatchoo talkin' 'bout?

MORPHEUS

From the Matrix.

Han locks at his eyes but only sees a reflection of

himself.

MORPHEUS

Do you want to know what it is,

Han?

Han nods his head.

MORPHEUS

It is a feeling. The feeling that

something is not right. The feeling

that this world is not what it seems.

You don't know what is wrong with

this world, but it's there, in your

mind, slowly driving you mad. So,

the question is; What IS it? What IS

this thing? What IS all this around us?

The LEATHER CREAKS as he leans back. Han is still confused.

MORPHEUS

It is the Matrix. The Matrix is all

around us. In this room. In the schools.

Indeed, it is everywhere. You can sense

it when you get up in the morning, when

you eat a bowl of cereal, when you start

up your car and go to work. The Matrix

is the metaphorical veil that has been

pulled over humanity's eyes to blind

us from the truth.

HAN

What truth? ...Is this some kinda

cultist thing?

MORPHEUS

You are a slave, Han. A slave kept

inside a prison that you cannot see,

or feel, or touch, but it's there.

You were born into bondage, imprisoned

from the real world.

Outside, the WIND BATTERS a loose PANE of glass. Han sticks his

tongue out and closes his eyes in disgust after hearing the

word 'bondage'.

MORPHEUS

One cannot be told what the Matrix

is. It is something that one has to

see for oneself.

HAN

Okay, I bite; HOW?

MORPHEUS

Hold out your hands.

In Han's right hand, Morpheus drops a red pill.

MORPHEUS

This is your last chance. After

this, there is no going back.

In his left, a blue pill.

MORPHEUS

Take this pill and this all never

happened. You wake up in your bed

and go about your day as you always

have.

The pills in his open hands are reflected in the glasses.

MORPHEUS

Take the red pill and I'll open

up a whole different world to you

and show you what the Matrix is.

Han feels the smooth skin of the capsules, with the

moisture growing in his palms.

HAN

Is this stuff FDA approved?

MORPHEUS

All I am offering you is a way

out of the prison, a 'bail' of

sorts.

HAN

Well...what the heck, sure.

Han opens his mouth and swallows the red pill. The

Cheshire smile returns.

MORPHEUS

Follow me.

He leads Han into the other room, which is cramped with

high-tech equipment, glowing ash-bliie and electric green

from the racks of monitors.

Trinity, Apoc and Cypher look up as they enter.

CYPHER

Shit.

TRINITY

I knew he would.

Cypher saddles up to Morpheus, talking in a hushed tone

away from, Han.

CYPHER

Morpheus, I know what you believe

but I think this is a mistake.

We're rushing him. He's old. I'm

afraid he might pop.

MORPHEUS

Haven't I always told you, Cypher,

not to let fear control your life.

Apoc, are we on-line?

Han recognizes the large man from the El train.

APOC

Almost.

He and Trinity are working quickly, hardwiring a complex

system of monitors, modules and drives.

HAN

Apoc? You wrote the Four Horsemen

Virus.

APOC

That's right.

HAN

Weirdo.

Apoc frowns.

MORPHEUS

Han, time is always against us.

Will you take a seat there?

In the center of the room sits a chair. Near the chair

is an old oval dressing mirror that is cracked.

MORPHEUS

I imagine you know something about

virtual reality.

Han sits and Trinity begins gently fixing white electrode

disks to his head, arns, and the back of his neck.

HAN

Are you KIDDING? Man, if nobody else

came up with it, I would have invented

it!

MORPHEUS

Tell me about it.

HAN

I hate discussing complicated

stuff to n00bs...Okay, listen up,

n00bs-for-brains;

Essentially, it's a hardware

system that uses an apparatus;

headgear, gloves and whatever to

make you feel that you are in a

computer program.

MORPHEUS

If the virtual reality apparatus,

as you called it, was wired to all

of your senses and controlled them

completely, would you be able to

tell the difference between the

virtual world and the real world?

HAN

Theoretically, no.

MORPHEUS

No, you wouldn't.

Han whispers to Trinity.

HAN

You did all this, chick?

She nods, placing a set of headphones over his ears.

They are wired to an old hotel phone.

MORPHEUS

The pill you took is part of a

trace program. It's going to make

things feel a bit strange.

Cypher grins to Han.

CYPHER

Get ready, Hanny boy, because

you are about to enter the Twilight

Zone.

HAN

Uh, yeah??

Distantly, through the ear phones, he hears Apoc POUNDING

on a KEYBOARD. Sweat beads his face. His eyes blink and

twitch when he notices the mirror.

Wide-eyed he stares as it begins to heal itself, a

webwork of cracks that slowly run together as though the

mirror were becoming liquid.

HAN

Crap...I'm not gonna like this, am I?

Cypher works with Apoc checking reams of phosphorescent

data. Trinity monitors Han's electric vital signs.

Han reaches out to touch the mirror and his fingers

disappear beneath the rippling surface.

Quickly, he tries to pull his fingers out but the mirror

stretches in long rubbery strands like mirrored-taffy

stuck to his fingertips.

HAN

What is this? Am I HIGH??

MORPHEUS

Just relax, Han.

The strands thin like rubber cement as he pulls away,

until the fragile wisps of mirror thread break.

With the TINKLING of GLASS, shimmering snowflakes

of electric-blinking mercury fall, hit the ground, and

fade.

He looks at his hand; fingers distended into mirrored

icicles that begin to melt rapidly, dripping, running

like wax down his fingers, spreading across his palms

where he sees his face reflected.

HAN

...Okaaaaay...

TRINITY

It's going into replication.

MORPHEUS

Apoc?

APOC

Still nothing.

Morpheus takes out a cellular phone and dials a number.

MORPHEUS

Tank, we're going to need the

signal soon. Stay calm, Han.

The mirror gel seems to come to life, racing, crawling up

his arms like hundreds of insects.

HAN

Dang, it's COLD...I didn't know

drugs could do THIS.

The mirror creeps up his neck as Han begins to panic,

tipping his head as though he were sinking into the

mirror, trying to keep his mouth up.

HAN

Uh, little help here? Guys?

Morpheus is right next to him, with the phone.

TRINITY

I got a fibrillation!

CYPHER

I knew it, I knew it...

MORPHEUS

Shit! Apoc?

Streams of mercury run from Han's nose.

HAN

By dose iz ruhnning! Halp!

APOC

Targeting... almost there.

An ALARM on Trinity's monitor ERUPTS.

TRINITY

He's going into arrest!

CYPHER

He's gonna pop!

APOC

Lock! I got him!

MORPHEUS

Now, Tank now!

His eyes tear with mirror, rolling up and closing as a

high-pitched ELECTRIC SCREAM ERUPTS in the headphones --

It is a piercing SHRIEK like a computer calling to

another computer --

Han's body arches in agony and we are pulled like we were

pulled into the holes of the phone

Sucked into his SCREAM and swallowed by darkness.

INT. POWER PLANT - CLOSE ON MAN'S BODY

Floating in a womb-red amnion.

His body spasms, fighting against the thick gelatin.

Metal tubes, surreal versions of hospital tubes, obscure

his face. Other lines like IVs are connected to limbs

and cover his genitals.

He is struggling desperately now. Air bubbles into the

Jell-O but does not break the surface.

Pressing up, the surface distends, stretching like a red

rubber coccon.

Unable to breathe, he fights wildly to stand, clawing at

the thinning elastic shroud --

Until it ruptures, a hole widening around his mouth as he

sucks for air. Tearing himself free, he emerges from the

cell.

It is Han.

He is bald and naked, his body slick with gelatin.

Dizzy, nauseous, he waits for his vision to focus.

HAN

Wha...What the heck HAPPENED?

He is standing in an oval capsule of clear alloy filled

with red gelatin, the surface of which has solidified

like curdled milk.

HAN

Ewww, I'm all gooey! WHAT IS THIS?!

The IVs in his arms are plugged into outlets that appear

to be grafted to his flesh.

He feels the weight of another cable and reaches to the

back of his head where he finds an enormous coaxial

plugged and locked into the base of his skull.

He tries to pull it out but it would be easier to pull

off a finger.

HAN

Geez, did I just come out of

surgery or something?!

To either side he sees other tube-shaped pods filled with

red gelatin; beneath the wax-like surface, pale and

motionless, he sees other human beings.

Fanning out in a circle, there are more. All connected

to a center core, each capsule like a red, dimly glowing

petal attached to a black metal stem.

Above him, level after, level, the stem rises seemingly

forever. He moves to the foot of the capsule and looks

out.

The image assaults his mind.

HAN

...Okay, I AM high. I HAVE

to be high...This isn't real.

Towers of glowing petals spiral up to incomprehensible

heights, disappearing down into a dim murk like an

underwater abyss.

His sight is blurred and warped, exaggerating the

intensity of the vision. The sound of the PLANT is like

the sound of the ocean heard from inside the belly of

Leviathan.

Below Han, a petal detaches from the stem, bearing away

the body of an old man like an automated barge even as a

new pod rises up and plugs itself into the empty space.

Inside the new capsule, its surface more translucent and

pinkish in color, Han sees a small baby.

From above, a machine drops directly in front of Han.

He swallows his scream as it seems to stare at him.

It is almost insect-like in its design; beautiful

housings of alloyed metal covering organic-like systems

of hard and soft polymers.

HAN

Uh...hi...

A black particle beam washes over Han, he reacts in pain

as the scanner seems to expose the nervous system wired

to the coaxial cable at his cerebral cortex.

HAN

What the-?!

At the back of the neck, the cable lock spins and opens,

disengaging.

The cable pulls itself free, a long clear plastic needle

and cerebrum-chip slides from the anterior of Han's skull

with an ooze of blood and spinal fluid. The other

connective hoses snap free and snake away as --

The back of the unit opens and a tremendous vacuum, like

an airplane door opening, sucks the gelatin and then Han

into a black hole.

HAN

HOOOOLYYYYY CRAAAAAAAAP!!!

INT. WASTE LINE

The pipe is a waste disposal system and Han falls,

sliding with the clot of gelatin.

Banking through pipe spirals and elbows, flushing up

through grease traps clogged with cily clunps of

cellulite.

Han begins to drown when he is suddenly snatched from the

flow of waste.

The metallic cable then lifts, pulling him up into the

belly of the futuristic flying nachine, hovering inside

the sewer main line.

INT. HOVERCRAFT

The metal harness opens and drops the half-conscious Han

onto the floor.

Human hands and arms help him up as he finds himself

looking straight at Morpheus.

Trinity and Apoc. And others, dressed in bizarre, high-

tech combat gear.

Morpheus smiles.

MORPHEUS

Welcome to the real world, Han.

Han barely manages to talk, sounding and acting like a

drunkard who's had a few hundred too many.

HAN

Could you pleesh shtop the room frohm

shpinning? Oh waiter,...check please.

Han passes out.

FADE TO BLACK.

We have no sense of time. We hear VOICES whispering.

MAN (O.S.)

Do you think Morpheus is right?

Do you think he could be the One?

WOMAN (O.S.)

It doesn't matter now. But if

he's wrong...

MAN (O.S.)

...Well? Aren't you gonna finish?

WOMAN (O.S.)  
What do you mean?

MAN (O.S.)

You can't just leave me hanging like

this!

WOMAN (O.S.)

Shut up.

FADE IN:

HAN'S POV

Han's eyes flutter open. We see Trinity's face above us,

angelic in the fluorescent glow of a light stick.

ANGLE ON HAN

HAN

... am I dead? Is this Hell?

TRINITY

...Somewhat.

FADE TO BLACK.

FADE IN:

ANGLE ON HAN

He opens his eyes again, something tingling through him.

He focuses and sees his body pierced with dozens of

acupuncture-like needles wired to a strange device.

DOZER

He needs a lot of work.

MORPHEUS

I know.

Dozer and Morpheus are operating on Han.

HAN

Dudes, what are you doing?

MORPHEUS

Your muscles have atrophied.

HAN

Yeah, no kidding. Fat lot of

good those 'Abs of Steel' videos

did me...

MORPHEUS

We're rebuilding them.

Fluorescent light sticks burn unnaturally bright.

HAN

Why do my eyes hurt? Is this

because of the drug??

MORPHEUS

You've never used them before.

HAN

Yeah, right. I've stared at so

many loading screens on my computer

that it'd make any normal hacker

go MAD.

Morpheus takes his sunglasses off and puts them on Han.

HAN

Aw, SWEET! Now I can look all

cool and stuff!

Han lays back.

MORPHEUS

Rest, Han. The answers are

coming.

INT. HAN'S ROOM

Han wakes up from a deep sleep, feeling better. He is

wearing a black tank top and shorts.

He begins to examine himself. There is a futuristic IV

plugged into the jack in his forearm. He pulls it out,

staring at the grafted outlet.

HAN

Ewww...

He feels his bald head. His fingers find and explore the

large outlet in the base of his skull.

Just as he starts to come unglued, Morpheus opens the

door.

HAN

Morpheus, what's happened to me?

What is this place? WHY AM I BALD?!

Now I'm UGLY! Like YOU! BALDY!

MORPHEUS

More important than that is not what,

but WHEN.

HAN

When? 'When's happened to me'? HUH?

MORPHEUS

You think the year is 2006, but it

is actually 2197.

Morpheus points to a calendar hanging on a wall. It reads January

11th, 2197, and has a picture of a woman in a bikini...

HAN

Wow. Who'd have thought that a simple

drug pill thingie could cause delusions

of being chased by Agents, baldness,

waking up in a tube-thingy and TIME

TRAVEL?

MORPHEUS

I promised you the truth, Han, and

the truth is that the world you

were living in was a lie.

HAN

That's NOTHING. My whole LIFE is a lie.

I've faked my birth certificate just so

that I could rent porn when I was 15.

Okay, Mr. All-Seeing Eye, if this is

the future, how'd I get here?

MORPHEUS

I'll show you.

INT. HOVERCRAFT

Like a sleepwalker, Han follows Morpheus through the ship.

MORPHEUS

Our ship, the _Nebuchanezzar_. It's

a hovercraft, capable of moving

through the underground tunnels at

high speed. It's dark. It's cramped

and cold. The machinery is rusted,

the food sucks, it smells like pee,

the roof leaks, the floor is squeaky

and creaks, the lights flicker on and

off, the engines need cleaning...

Han stares at Morpheus in confusion. Morpheus coughs softly.

MORPHEUS

...but it's home.

HAN

Whatever.

Han bangs his head on a low part of the ceiling, knocking him

to the floor. He gets back up and continues following Morpheus.

They climb a ladder up to the main deck.

INT. MAIN DECK

Everyone is there. (Except the Agents, of course...)

MORPHEUS

This is the main deck. You know

most of my crew.

Trinity smiles and nods.

HAN

Yeah, you're that hooker who likes me!

Her smile changes to a frown in an instant, and she slaps Han.

MORPHEUS

The ones you don't know; That's

Mouse and Switch. The two big

guys are Tank and Dozer.

HAN

Wow, what a bunch of stupid names.

Mouse, Switch, Tank and Dozer all slap Han as well.

MORPHEUS

And this; this is the Core. This

is where we broadcast our pirate

signal and hack into the Matrix.

HAN

I pirated video games and movies,

but this beats it all to Hell...

It is a swamp of bizarre electronic equipment. Vines of

coaxial hang and snake to and from huge monolithic

battery slabs, a black portable satellite dish and banks

of little systems and computer monitors.

At the center of the web, there are six ectoskeleton

chairs made of a poly-alloy frame and suspension harness.

Near the circle of chairs is the control console and

operator's station where the network is monitored.

MORPHEUS

Help him, Trinity.

Han reluctantly allows himself to be helped into one of the chairs.

MORPHEUS

Do you remember when I asked you

about an apparatus that could turn

a virtual reality into reality?

HAN

Uh, no...

MORPHEUS

...Whatever. Anyways, it's right here.

He touches Han's head.

MORPHEUS

And it's accessed here.

Han feels Morpheus guiding a coaxial line into the jack

at the back of his neck. The cable has the same kind of

cerebellum chip we saw inside the plant. Han winces in disgust,

hating all this.

MORPHEUS

This will feel a little weird.

HAN

Yeh, no KIDDING. It's ALREADY

feeling weird.

There are several disturbing NOISES as he works the

needle in. Han winces again.

We MOVE IN as Han's shoulders bunch and his face tightens

into a grimace until a loud CLICK fires and his ears pop

like when you equalize them underwater.

He relaxes, opening his eyes as we pull back to a feeling

of weightlessness inside another place --

INT. CONSTRUCT

Han is standing in an empty, blank-white space.

HAN

Okay, this is THE worst drug trip I've

ever been on...Well, this is my FIRST,

but still...

MORPHEUS

This is the Construct.

Startled, Han whips around and finds Morpheus now in the

room with him.

HAN

GAH! PEOPLE!

MORPHEUS

It is our loading program. We can

load anything from clothes, to

weapons, to training simulations,-

Suddenly, Tank spoke through a speaker to them into the Construct.

TANK (V.O.)

To pornography.

MORPHEUS

...Uh, yeah. Anything we need...

Han chuckled. Morpheus frowned.

HAN

Can it upload Halo?, 'cause that'd

be KICKASS.

Morpheus walks past Han and when Han turns he sees the

two leather chairs from the hotel set up in front of a

large-screen television.

MORPHEUS

Sit down.

Han stands at the back of the chair as Morpheus sits.

HAN

Right now, we're inside a computer

program?

MORPHEUS

Wild, isn't it?

HAN

More like I'm on-

MORPHEUS

'A drug trip', yes, I know. Just shut up

about the drugs.

Han's hands run over the cracked leather.

HAN

This isn't real? Like some weird

kinda New Age thingy?

MORPHEUS

Real? Just how would you define

real? There is more to what is

real than just seeing it, smelling

it, feeling it...Those are all just

electrical signals interpreted by

your brain.

HAN

Don't give me THAT crap. You know

what I mean by 'real'; does it EXIST?

MORPHEUS

Technically.

Han sighs in frustration. Morpheus smiles like before.

He picks up a remote control and clicks ON the

TELEVISION. We drift through the Windy City circa 2006.

MORPHEUS

Chicago as you know it, during the

beginning of the 21st century.

However, this Chicago is merely a

part of a neural-interactive simulation

known as the Matrix.

HAN

'Matrix'...WILD name.

We GLIDE AT the television as he changes the channel.

MORPHEUS

You, in fact, have actually been

living in a vision; Baudrillard's

vision. You lived inside territory,

not the map. I mean...the map is

the territory, I mean...You know

what I mean...'The illusion called

reality'.

The sky is an endless sea of black and green bile. The

earth, scorched and split like burnt flesh, spreads out

beneath us as we ENTER the television.

MORPHEUS

'The desert of the real'.

In the distance, we see the ruins of a future Chicago

protruding from the wasteland like the blackened ribs of

a long-dead corpse.

MORPHEUS

We are currently traveling underground,

miles from the surface. Sadly, the

Earth has been scorched so badly that

humans can only survive underground

when outside the Matrix.

Still MOVING, we TURN and find Han and Morpheus; the

chairs now sitting in the middle of the black desert.

Dizzy, Han holds onto the chair.

HAN

What happened?

MORPHEUS

It started mid-way through the twenty-

first century, with the birth of

artificial intelligence, a

singular consciousness that

spawned an entire race of

machines.

In his sunglasses, we see storm clouds gather.

MORPHEUS

At first all they wanted was to be

treated as equals, entitled to the

same human inalienable rights.

Whatever they were given, it was

not enough.

HAN

Wow, they must've been real jerks...

In the circular window of the glasses, EXPLOSIONS light

up a bloody battle field.

MORPHEUS

We don't know who struck first.

Us or them. But sometime at the

end of the twenty-first century

the battle was joined.

We MOVE INTO his glasses and the war surrounds us.

MORPHEUS

The war raged for generations and

turned the face of our planet from

green and blue to black and red.

HAN

Wow, this whole 'Zooming in and out'

thing is making me dizzy...

At last we see the Sentinels; killing machines that are

at once terrifying and beautiful. They have an organic

architecture like a microbiotic organism, that is

perpetually in motion.

The Sentinel cracks the body armor of a soldier,

splitting open the soft, searing meat inside.

MORPHEUS

It scorched and burned the sky.

Without the sun, the machines

sought out a new energy source to

survive.

The Sentinel locks up, as heat lightning of black ink

bursts against the sky, spreading into a permanent cloud

of stain.

MORPHEUS

The Machines found a new, different

form of fusion. It merely required

a small electrical charge to start

the reaction. We humans had become

dependent on our machinery to survive.

But it would seem the 'cosmic joker'

is not without a sense of irony.

We return to the power plant that Han escaped from where

we see human beings looking almost blissful in their

gelatin cocoons.

MORPHEUS

Our bodies are magnificient bio-

logical machines, capable of

generating more bioelectricity

than a 120-volt battery, and also

more than 25,000 B.T.U.'s of body

heat.

Outside, spreading all around the power plant, beneath a

breathing greenhouse, are the growing fields.

MORPHEUS

Human beings are the perfect energy

source for the Machines. We are

easily renewable, completely recylable,

with the dead liquified and intra-

venously fed to the living.

HAN

EWWWW. GROSS...

Huge farm-like reapers are harvesting the crop.

MORPHEUS

To control this new form of 'battery',

they needed to occupy our minds,

to keep us from the truth.

We see inside a clear tubular husk. Floating in viscous

fluid, there is a human fetus; its soft skull already

growing around the brain-jack.

MORPHEUS

Thus was the Matrix born. A virtual

prison for our minds, keeping us

dwelling in our past. Wired to the

brains of the prisoners to turn them

into slaves.

We PULL BACK to find the image is now on the television

and we are again inside the white space of the Construct.

MORPHEUS

I myself didn't believe it at first.

But when I saw the vast fields of

the human harvest, where we are no

longer born, rather GROWN...When

I saw the Machines and their frightening

efficiency of maintaining their 'crops',

keeping us all in blissful slumber...

Well, I quickly came to realize the

truth that has been eluding us for

so long.

HAN

...FAR OUT, man. But...isn't that

pretty DEPRESSING? Couldn't you

at least come up with a better story?

MORPHEUS

I didn't say that it would be

easy, Han. I just said that it

would be the truth.

The room without walls begins to spin. Han's mind was

rejecting what he was seeing.

HAN

Wha? Ho-MAN, I'm getting SICK...

Lemme out!

INT. MAIN DECK

His eyes snap open and he thrashes against the chair,

trying to rip the cable from the back of his neck.

HAN

Get this thing out of me!

TRINITY

Easy, Han. Easy.

Dozer holds him while Trinity unlocks it. Once it's out,

he tears away from them, falling as he trips free of the

harness.

HAN

Stay away from me, you creeps!

You've already kidnapped me and

hooked me up to some stupid

virtual world thingy!

On his hands and knees, he reels as the world spins.

Sweat pours off him as a pressure builds inside his skull

as if his brain had been put into a centrifuge.

CYPHER

He's going to pop! Boy, I love saying

that; 'pop'. Hehehehehehe...

Vomiting violently, Han pitches forward and blacks out.

CYPHER

Awww, SHIT! He threw up on my SHOES!

INT. HAN'S ROOM

He blinks, regaining consciousness. The room is dark.

Han is stretched out on his bed.

HAN

Uh, there isn't any chance of me

going back, is there?

Morpheus sitting like a shadow on a chair in the far

corner.

MORPHEUS

I'm afraid not. Were it to be

possible, would you really want

to?

Han isn't sure of that answer.

MORPHEUS

I owe you an apology. You see,

we have a rule around here that

we cannot try to free a person's

mind once it is beyond a certain

age, because it's dangerous. It

can destroy a person's mind; the

conflicting images of their past

against what they see out here...

It isn't pretty. But I broke the

rule because I simply had no other

choice.

He stares into the darkness, confessing as much to

himself as Han.

MORPHEUS

The Matrix was first constructed

long ago, after the war. A man

was born into the Matrix, one who

had the capability to rewrite the

Matrix as he wanted, to change

everything. It was him who had

brought the first of us out into

the real world, and taught us that

so long as the Matrix exists, mankind

will never be free. Control the Matrix

and you control the future.

He pauses.

MORPHEUS

At his death, the Oracle of the

Temple of Zion prophesied the man's

return to the world of the living,

envisioning an end to the war Zion

has declared against the Machines.

She spoke of how he would free us

all from the bonds of the Matrix.

Since then, we have been searching

for him, looking through the Matrix.

Han can feel his eyes on him.

MORPHEUS

You have been brought here for one

reason, Han; because you are the One.

You are to serve a purpose, like I am

here to serve mine.

HAN

I told you I don't believe in

fate. That stuff is crap.

Morpheus smiles, leaning towards hin.

MORPHEUS

But I do, Han. I do.

HAN

Creep.

Morpheus stands up.

MORPHEUS

Get some rest. You're going to

need it.

HAN

For what?

MORPHEUS

Your training.

INT. HOVERCRAFT

There is no morning; there is only darkness and then the

fluorescent light sticks flicker on.

INT. HAN'S ROOM

Han is awake in his bed, staring up at the lights. The

door opens and Tank steps inside.

TANK

Morning. Did you sleep?

HAN

No. I have such a hangover from

that drug trip earlier...

TANK

You will tonight. I guarantee it.

I'm Tank. I'll be your operator.

He offers his hand and Han shakes it. He notices that

Tank doesn't have any jacks.

HAN

You don't have...those thingies.

TANK

'Thingies'? Oh, you mean the holes?

Nah, I don't. That's because Dozer

and I are real humans, born right

here in the real world rather than

the Matrix and those power plants.

Doz' and I are 'children of Zion',

as cheesy as that sounds.

HAN

Zion? Is that some kinda New Age

heaven or something?

TANK

Zion is the place, man. You'll

see it one day. Last human city.

All we got left.

Tank smiles.

TANK

Shit, I tell ya, I'm really excited

to see what you're capable of. That

is, if Morpheus is right. That crazy

bastard is all hopped up on this 'the

One' thing. Keeps 'im going, and us,

too. So sit back, Hanny boy, 'cause we

got a hell of alot to do and a hell of

a short time to do it.

INT. MAIN DECK

Han is plugged in, hanging in one of the suspension

chairs.

TANK

Standard procedure is to load

a shitload of operating programs

first. You want Windows XP?

HAN

Uh, sure, I guess...

TANK

Too bad.

Han glares at Tank, a little upset.

TANK

Tell ya what, dude. This is all

well and good shit, but why don't

we get started on something fun?

HAN

Like 'Boggle'? I love 'Boggle'.

Tank smiles as he plops into his operator's chair. He

begins flipping through a tall carousel loaded with micro

discs.

TANK

'COMBAT TRAINING'. Kickass, huh?

Han reads the label on the disk.

HAN

Jiujitsu? I'm going to learn

jujitsu? What's Jujitsu? Some

kinda sushi or something?

Tank slides the disk into Han's supplement drive.

HAN

Wowwww.

Smiling, Tank punches the "load" code.

Han's body jumps against the harness as his eyes clamp

shut. The monitors kick wildly as his heart pounds,

adrenaline surges, and his brain sizzles.

HAN

WHAT THE CRAP IS THIS?! GEMME OUTTA

THIS THING, JEEP, OR TANK, OR WHATEVER

YOUR NAME IS!

An instant later his eyes snap open.

HAN

WHAT THE HELL WAS THAT?!

TANK

Hahaha! Ya like that?

HAN

I don't wanna get all DOPED UP

on this virtual crap!

INT. MAIN DECK - CLOSE ON COMPUTER MONITOR - LATER

as grey pixels slowly fill a small box. It

is a meter displaying how much download time is left;

One day, seven hours, thirty-six minutes and fifty seconds.

TANK

I REALLY wish we had DSL...

An hour later, the loading process is at 5. Tank kicks the

machine.

TANK

Stupid piece of SHIT! LOAD, DAMMIT!

The title bar reads: "Combat Series 2 of 12," file

categories flashing beneath it: Savate, Jujitsu, Ken Po,

Drunken Boxing, Rex-Kwon-Do...

Morpheus walks in. His bald head reflects the ceiling

lights. Anyone who looked directly at his head would

have gone blind.

MORPHEUS

How is he?

Tank looks at his watch, rubs his eyes.

TANK

Ten hours straight. This SUCKS,

IT SUCKS DICK. Why do we have to

have a 33.6 kbps DIAL-UP-SHIT modem?

Han's body spasms and relaxes as his eyes open, breath

hissing from his lips. He mouthes several curse words,

hating all this.

He looks at Morpheus.

HAN

I HATE THIS, YOU STUPID IDIOT! I

mean, I LIKE this, but it feels

WRONG!

TANK

Hey, relax. With your head wired

into this computer, you're my

BITCH now.

HAN

(Sarcastically) Oh, THAT sounds pleasant...

MORPHEUS

Tank, stop joking around. Listen,

Han, this is VERY SAFE. All of us

have had this done to us before.

We're merely uploading some knowledge

into your head. What you're 'learning'

right now is stuff that would normally

take YEARS for someone to learn and

perfect.

Han sighs, finally giving in to all this. After all,

even he himself was beginning to grow tired of fighting

everything these strange people were doing to him.

HAN

Yeah, yeah...

Morpheus sits in the drive chair next to him. He nods to

Tank.

MORPHEUS

Show me. Show me what you've learned.

INT. DOJO

They are standing in a very sparse japanese-style dojo.

MORPHEUS

This is a sparring program,

similar to the programmed reality

of the Matrix. Consider this your

first lesson.

He assumes a fighting stance.

MORPHEUS

Attack me.

HAN

Heh, you're gonna get HURT...

Han assumes a similar stance, cautiously circling his

opponent. He stumbles accidentally over a low-set table,

falling onto his face. He promptly stands back up, acting

cooly as if nothing happened, and continues circling.

Actually PUTTING HIS NEW KNOWLEDGE TO WORK, unlike a

certain Matrix character CoughNEOcough, he examines

the situation;

Morpheus is in a poor fighting stance; his body facing

Han sideways, left fist forward, right fist behind him,

legs spread. In this position, it was all too obvious

that Morpheus was vulnerable to a kick.

Han launched himself at his opponent. Morpheus stood

his ground in his poorly-chosen stance. Han thrust his

right leg forward in a kick. Morpheus realized he was

in no position to block it, but tried so anyways using

his left arm, which, sadly, was the only arm he could

use to attack his opponent, so he couldn't counter the

kick. Han feinted the kick, then landed on his right

leg and brought up his left leg, catching Morpheus

COMPLETELY off-guard. Morpheus is hit in the head

and falls to the floor. He quickly gets back up

and fights Han.

It is like a Bruce Lee movie at high speed, fists and

feet striking from every angle as Han presses his attack

--

Most of his blows strike home, hitting Morpheus. But

Morpheus at least had enough knowledge to be able to

block about 70 of Han's attacks, landing his own on

occasion.

INT. MAIN DECK

While their minds battle in the programmed reality, the

two bodies appear quite serene, suspended in the drive

chairs.

Tank monitors their life systems noticing that Han is

wildly and chaotically lit up as opposed to the slow and

steady rhythm of Morpheus. Tank shrugged his shoulders,

then pulled up a window on the computer and started

playing Solitaire.

INT. MESS HALL

Dinner is up. Everyone is eating bowls of single-cell

protein. It has a cottage cheese consistency.

TRINITY

Why is it that we are technologically

advanced enough to understand and hack

INTO the Matrix, but our food SUCKS?

MOUSE bursts in the room.

MOUSE

Morpheus is fighting Han!

All at once they bolt for the door.

INT. DOJO

Han's face is calm; cold and calculating as he

visually appraised his opponent.

MORPHEUS

Good. Adaption. Improvisation.

But your weakness isn't your

technique.

HAN

...What?? Oh, come ON,

FIGHT!

Han attacks him and it is like nothing we have seen.

His feet and fists are everywhere taking Morpheus apart. For

every blow Morpheus blocks, five more hit their marks until --

MORPHEUS

Excellent. Very excellent. But I

think it's time to show you what

I can really do.

Morpheus leaps towards Han at lightning speed. Fortunately,

Han is competent enough to block most of the attacks

Morpheus unleashes, but quite a few hit home. One strong

punch connects to Han's jaw. A crack is heard, and Han

stumbles backwards. He sends a flying kick at Morpheus, and--

Han falls.

Panting, on his hands and knees, blood spits from his

mouth speckling the white floor of the Dojo. He rubs

his aching jaw.

MORPHEUS

How did I beat you?

HAN

Well, you were FAST, for one thing...

MORPHEUS

Do you think my being faster,

stronger has anything to do with

my muscles in this place?

HAN

Not really...

Han is frustrated, still unable to catch his breath.

MORPHEUS

Do you believe that's air you are

breathing now?

HAN

Nah, this is that virtual reality

thing you said before.

MORPHEUS

Very good, very good.

Han squints at him, almost ready to flick off Morpheus.

MORPHEUS

If you can free your mind, the

body will follow.

Han stands, nodding.

HAN

Yeah, yeah. Look, don't gimme that

whole New Age bullcrap.

MORPHEUS

Will you GIVE THE WHOLE NEW AGE

STUFF A REST ALREADY? Now...

Again.

Their fists fly with pneumatic speed. This time,

Han is starting to get the hang of fighting against

Morpheus, and Morpheus finds it isn't as easy as it

was earlier.

INT. MAIN DECK

Everyone is gathered behind Tank, watching the fight,

like watching a game of Street Fighter, complete with

Han repeatedly doing a jumping uppercut while shouting

'Shoryuken!' over and over like some kind of cheap

computer opponent.

CABLE

Jeezus Keerist! That boy is fast!

And stupid...Does he honestly think

that he could do a chi blast like

they do in Street Fighter?

MOUSE

You ever seen anyone that fast

that soon, Tank?

TANK

Never. Except for Bob, but he...

Everyone hangs their head solemnly, remembering Bob and...

THE INCIDENT.

APOC

Morpheus is right. Han's got to be

the one. Or maybe the TWO.

INT. DOJO

The speed of the blows rises like a drum solo that seems

impossible to sustain. Han's face retains its calm,

rationally thinking about how to beat his opponent's face in.

Finally a single blow catches Morpheus on the side of the

head, knocking his glasses off. It is followed up by a flurry

of seven more blows to the face.

INT. MAIN DECK

There are several gasps. One person faints and falls over.

MOUSE

I don't believe it! Shit, this

shouldn't be HAPPENING! This guy's

UNREAL!

INT. DOJO

Morpheus rubs his face.

MORPHEUS

You are angry with me.

Han pants.

HAN

DUH! You and your techno-goons

hauled off and kidnapped me!

Wouldn't a simple 'May we please

take you out of this world and

show you some futuristic wasteland

that will shatter your mind and

forever scar you?' have sufficed?!

MORPHEUS

You CHOSE to take the pill.

But it's all right. It's natural.

HAN

Uh-HUH...Well, I DO feel better now

after beating your face in.

MORPHEUS

Good, good. Anger is a gift, Han,

but it's a heavy one.

HAN

Now you're starting to sound

all weird again.

Morpheus smiles. Han does just the opposite.

MORPHEUS

Tank, load the jump program.

Han straightens as the dojo DISSOLVES away like a curtain

lifting, leaving the two men now standing on a building

rooftop in a city skyline. In the distance is a billboard

for some beer company. A PLANE flys by overhead.

MORPHEUS

You have to learn to let go of

that anger. You must let go of

everything.

HAN

Sheesh, will you STOP with the whole

New A-

MORPHEUS

SHUT UP! NOW LISTEN!

A WIND HOWLS, whipping Morpheus' long coat to the side. Han

wishes he had a cool coat that would blow around in the wind

to make himself look cool and dramatic.

MORPHEUS

As I was ABOUT TO SAY;

You must empty yourself to free

your mind.

Morpheus spins, running hard at the edge of the rooftop.

And jumps. He sails through the air, his coat billowing

out behind him like a cape --

Somersaults once and lands on the rooftop across the

street.

HAN

Cool.

Han looks down at the street twenty floors below, then at

Morpheus an impossible fifty feet away.

HAN

Well, if HE can do it...

He takes a deep breath.

HAN

Okay, 'Free my mind'. Free my mind.

Free my mind...WHAT THE HECK IS

THAT SUPPOSED TO MEAN?!

He shrugs, concentrates, then runs.

INT. MAIN DECK

They are transfixed. Except for Mouse who's sipping

on a Birch Beer noisily.

CABLE

He's gonna make it.

APOC

No way. Not possible. It's

BEYOND impossible. It's

UNpossible.

MOUSE

No one's ever made their first

jump. Oooo, fizzy drink...

SWITCH

What if he does?

APOC

Does what again??

TANK

It's never been done.

SWITCH

I've done it on my second try.

APOC

Excuse me??

TANK

NOBODY'S done it on their FIRST.

MOUSE

It's CAN'T be done.

APOC

Huh??

SWITCH

I think HE can do it on his first.

MOUSE

Naw, he CAN'T.

APOC

Will somebody please tell me what

we're talking about again??

Trinity stares at the screen, her fists clenching as she

whispers.

TRINITY

Come ONNNNNNN...FALL. FALL.

EXT. ROOFTOP

Summoning every ounce of strength in his legs, Han

launches himself into the air, whooping with

excitement.

--

But comes up drastically short.

His eyes widen as he plummets. Stories fly by, the

ground rushing up at him, but as he hits --

The ground gives way, stretchinp like a trapeze net.

He bounces back up, launching himself sky-high and onto

the rooftop where he was originally supposed to land.

HAN

HAH! I DID IT!

MORPHEUS

You FAILED, Han. You were supposed to

jump across the gap, not fall down.

HAN

But still, I LANDED HERE, right?

MORPHEUS

Everyone falls the first time.

Han scoffs and folds his arms.

MORPHEUS

If you never know failure, how can

you know success?

INT. MAIN DECK

They break up. Mouse tosses the soda can into a waste

recycler bin disappointedly.

MOUSE

Man, I was hoping he'd do it.

So he failed. So what does it mean?

Does it mean he's The Three now?

CABLE

It doesn't mean anything. It

just says that he SUCKS at this.

CYPHER

Everyone falls, right, Trinity?

But Trinity has left.

CABLE

I fell my first time. Broke my

nose. I felt like SHIT...

Han's eyes open as Tank eases the plug out. He tries to

move and groans, cradling his ribs.

While Tank helps Morpheus, Han spits blood into his hand.

HAN

I thought it wasn't real. Did

you LIE TO ME?

Han stares at the blood, then winces in disgust.

HAN

If you are killed in the Matrix,

you die here?

MORPHEUS

The body cannot live without the

mind.

HAN

...WELL THAT SUCKS! Man, I

was hoping you could turn on

some kinda Saftey Protocol thing

like on Star Trek.

INT. HAN'S ROOM

Trinity enters from the hall, carrying a tray of food.

TRINITY

I brought you some food. But I

SWEAR, if you EVER call me a-

She sees him passed out on the bed. His one leg is

dangling down, his finger up his nose and drool

pouring from his mouth. Trinity cringes at the sight.

She sets the tray down and pulls the blanket over him.

She pauses, her face close to his. She is about to

kiss him when she suddenly remembers how he kept

thinking she was a hooker. So instead, she kicks

his leg that is hanging down. HARD. Han wakes up with a

start and screams.

HAN

OWWWWWWWWWWWWWWWW!!!!!!!!!!!  
WHAT THE HELL DID YOU DO THAT FOR??!!

EXT. CITY STREET - TRAINING PROGRAM - DAY

Morpheus strolls effortlessly through the crowded downtown

street while Han struggles to keep up while constantly

being bumped and shouldered off the path, even tripping

occassionally and cursing.

HAN

DANGIT, THESE STUPID PEOPLE-!

One burly person shoulders past Han, hitting him in the gut

in the process, causing Han to double over in pain and be

overrun by the crowd again.

MORPHEUS

A system. A system of evil. That

is what the Matrix is, Han. Tell

me, what do you see all around us?

What types of people do you see?

Han, having been tripped again by the crowd of people

hurrying to their jobs and homes, gets up and looks around.

He speaks, while people still bump past him.

HAN

Uhhh...lessee...A baker, an evil

lawyer, a policeman, a construction

worker, a prostitute,...

MORPHEUS

Indeed. All of these people are as

diverse as can be, but they all have

one thing in common; they are our

enemy.

HAN

Come again? I thought we were trying

to SAVE them...

Another person in the endless, moving crowd steps on

Han's toes. Han yelps in pain.

MORPHEUS

That is true, Han. But until they are

shown the truth, they are still our

enemies. You see, most of these people

are not yet ready to be freed. Some of

them are even so hopelessly dependent

on the Matrix that they would even fight

for it, to keep their peaceful lives in

here intact.

HAN

Wow, I didn't know people could be THAT

stupid.

MORPHEUS

YOU were...

HAN

Oh...

Just then, a woman in a red dress walks by and smiles at

Han. Han grins like a fool as he continued to follow Morpheus.

MORPHEUS

You looked at the woman in the red

dress, didn't you?

HAN

HO, YEAH...

MORPHEUS

Look again, Han.

HAN

Uh, OKAY.

Han turns around and freezes, eyes as wide as dinner plates

when he sees the woman had changed into an Agent with a pistol

aimed right at Han's forehead.

HAN

...HOLY CRAAAAAAP!!

Han breaks into a run away from the Agent, shoving people

out of his way as he screamed like an idiot. Morpheus is

calmly watching his charge. He flips open his cellphone and

speaks into it.

MORPHEUS

Tank, pause the program.

TANK (V.O.)

Can do, boss!

Suddenly, everyone and everything froze in place, save for

Morpheus and his cowardly companion. Han stops and looks around

at the statue-like people.

HAN

Wh...what happened?? Is

this just a training program?

MORPHEUS

That it is, Han.

HAN

OH...Okay...

MORPHEUS

'If you are not one of us, you

are one of them'. That is what

this program is designed to teach

you.

When he says 'them', he motions to the Agent who is still

frozen in place.

HAN

So...what ARE they? I've met

one of those guys before...

MORPHEUS

And you were lucky to come out

alive. They are what we call

Agents; the enforcers of the Matrix.

The agents of chaos. They are

the ones who hold the keys to

the Matrix. They are sentient

programs with the capability

to take over anyone who is still

hardwired to the Matrix at one

of their power plants. A 'wolf

in sheep's clothing', so to speak.

At anytime they can take over a

person's body and replace it with

theirs, at least temporarily until

they no longer require that person.

HAN

Far out, man...

MORPHEUS

We have been on the run from them

for a long time, always hiding and

running. But as I have said, they are

the ones who hold the keys to the

Matrix.

HAN

Meaning?

MORPHEUS

Meaning that sooner or later, we

will have to fight them.

HAN

Fight them?

MORPHEUS

Yes. But so far, every single person

who has fought them has died. They

are far too powerful for us. We

have seen Agents punch through

concrete walls as if the walls were

paper, and dodge bullets as though

they were not there.

HAN

DUDE, that's AWESOME.

MORPHEUS

Indeed. But the Agents are still

working within a place that is

built on rules. Rules that you can

break, Han, but they can't.

HAN

Whaddya mean, baldy?

MORPHEUS

I mean that when the time comes,

you won't even have to dodge bullets

or punch through walls. You are the

Rulebreaker, Han.

As Han scratches his head, trying to wonder what the Bald Wonder

was talking about, Morpheus' cellphone beeps. He flips it open.

TANK (V.O.)

Boss?

MORPHEUS

What is it this time, Tank?

Is Windows giving you trouble

again? Or did you forget how

to delete a file?

TANK (V.O.)

HELL NO, boss. We've got

Squiddies.

MORPHEUS

Alright, I'll be there soon.

And don't call me Boss.

Han chuckles quietly.

EXT. SEWER MAIN

The _Nebuchadnezzar_ blisters by, trailing a supercharged,

electromagnetic wake.

INT. COCKPIT

Morpheus slides into the copilot chair next to Dozer.

MORPHEUS

Has Zion sent the warning?

DOZER

Nah. Another ship; Big Brother's

running a parallel pipe.

Morpheus' eyes scans the decayed landscape passing below and around

them. Dozer scratches his buttocks and belches. Han and Trinity

duck into the cockpit and sit on two chairs behind pilots. An

ALARM BEGINS TO SOUND.

DOZER

Hot damn, Squiddy's moving in

FAST.

MORPHEUS

Set us down, Dozer.

Han looks at Trinity.

HAN

'Squiddy'?

TRINITY

H.K.s. Hunter-Killers. Sentinels.

Killing machines designed for one

thing;

Han scoffs and speaks sarcastically;

HAN

Gee, could it be KILLING??

Trinity glares in anger at Han. Han grins.

DOZER

Nice one, Han.

The ship ROCKS FROM SIDE TO SIDE as it squeezes into a

small supply line.

EXT. HOVERCRAFT

The ship settles down, practically wedged into a pipe

that just barely accommodates its size.

INT. COCKPIT

Morpheus flips on the intercom.

MORPHEUS

How we doing, Tank?

INT. MAIN DECK

Tank works furiously at the operator's station as the

ship's TURBINES GRIND to a HALT. The ship is plunged

into darkness and silence. The rest of the crew stands

behind him.

TANK

Just fine, boss. Power's offline

and ol' Empee's armed and ready

to kick some Squiddy ass.

His fingers curl around a switch that glows a dim red.

INT. COCKPIT

Han speaks quietly to Trinity.

HAN

'Empee'?

TRINITY

E.M.P.. The guys just call

it 'Empee' for short.

HAN

Ah.

Dozer looks up through the stained glass of the cockpit.

DOZER

All right, boys and girls,

now we just sit back and wait.

Before them lies the vast wasteland of the underground,

stretching into the infinite darkness beyond. Wisps of

green haze dance around mossy icicles that dangle into

a frozen pool of waste. Han yawns loudly, and Morpheus

hushes him.

MORPHEUS

Shhh! It'll hear you!

HAN

Yeh RIGHT, Mr. Paranoid. How

can a big, dumb ol' MACHINE

HEAR ME when---

They SEE IT. The Sentinel hovers before them, an organized

mess of machinery, cold and disturbingly beautiful. It's

calculating, red eye STARES AT THEM. Black alloy skin

stretches over a mechanical skeleton, with dangling, writhing

metal appendages like tentacles. Everyone in the cockpit

is frozen with terror as it analyzes them with a red beam

from its eye.

HAN

Well HOW doya like THAT? Wow.

MORPHEUS

DAMMIT, HAN!! TANK, ACTIVATE

THE E.M.P.!

TANK (V.O.)

Empee's activating NOW!

EXT. HOVERCRAFT

The _Nebuchadnezzar_ explodes with a brilliant flash of

purple neon electromagnetic light, engulfing the Sentinel.

The Sentinel stops in mid-air and twitches violently,

then collapses onto the hovercraft. All is silent...

HAN (O.S.)

...THAT wasn't much.

MORPHEUS (O.S.)

...Just...SHUT...THE...HELL

...UP, HAN...

INT. HALL

The ship is quiet and dark. Everyone is asleep, except

Cypher. He's surfing the Net not for porn, which would

be too cliche' a joke, but for candid pictures of

Trinity on E-Bay. Okay, so technically, it IS porn,

but hey, that's all the Net's GOOD FOR...

CYPHER

Damn, this one's SEXY...Aw, SHIT!

The guy's selling it for $500?!

I don't have that kind of money

working THIS job!

INT. MAIN DECK

The core glows with monitor light. Cypher is in the

operator's chair as Han comes up behind him.

CYPHER

Whoa! Shit, Han, you scared the

bejeezus out of ne.

HAN

Serves ya right for being off-guard.

Aren't ya supposed to be watching

the ship or something??

CYPHER

Uhhh...no?

HAN

What are you doing then?

CYPHER

Midnight watch.

HAN

They stare at each other for a moment. Cypher coughs

innocently.

Han's eyes light up as he steps closer to the screens

that seem alive with a constant flow of data.

HAN

Is that... ?

CYPHER

The Matrix? Yeah.

Just then, a pop-up ad comes up. Cypher curses.

CYPHER

Aw, SHIT, NO, I DO NOT WANT A FREE

PLAYSTATION 6!

He clicks the 'X' button, closing the window, but three

more ads pop up.

CYPHER

DAMMIT!

It's a little later after Cypher finally got rid of the

advertisements. He and Han are just sitting there watching

the Matrix flow by on the screen in front of them.

The monitors are packed with bizarre codes and equations.

CYPHER

You want a drink?

He pours Han a drink from a large plastic jug. Han watches

it practically ooze into his cup with an unsure smirk.

CYPHER

I'll tell you, I feel for you,

man. I really do. Most of us

were still young, just punks, when

Morpheus jacked us. But you, you

had a real life.

HAN

Yeah right. According to you guys,

I was living a LIE while suspended

in some machine's demented version

of a womb.

Han takes a sip and it almost kills him. Cypher pounds

on his back.

CYPHER

Good shit, huh? Dozer makes it.

It's good for two things:

degreasing engines and killing

brain cells.

HAN

Maybe I outta thank Dozer later

with a fist to the face.

Cypher whoops with laughter for a moment, then his face

turns a little serious, but not entirely.

CYPHER

Did he tell you why he did it?

Han nods, a little unsure.

CYPHER

You know, this isn't the first time

the old man thought that he found

the One.

Han shakes his head as Cypher fills his cup and laughs.

CYPHER

Tell ya what, since you're such a

friendly guy, I'ma give you some

advice; don't buy in to this One

thing. If Morpheus tells you that

you could fly, well, let's just say

that you shouldn't put on a cape and

jump off a building. Comprende?

HAN

Hah. Maybe if he jumped off a cliff,

I would follow. Then again, I think

I'd be the one who shoved him off.

Cypher raises his drink. Han swallows another throat-

scorching mouthful.

CYPHER

Welcome to the real world!

HAN

Bleh...

INT. RESTAURANT (MATRIX) - NIGHT

CHAMBER MUSIC and the ambiance of wealth soak the room as

we watch a serrated knife saw through a thick, gorgeous

steak.

CYPHER

That's what he said to me nine

years ago.

The meat is so perfect, charred on the outside, oozing

red juice from the inside, that it could be a dream.

CYPHER

'The real world'. Ha, what a joke.

We recognize the grating voice, the insidious laugh.

CYPHER

Yeh, I know how you feel.

You know what real is? I'll tell

you what real is.

A fork stabs the cube of meat and we FOLLOW it UP TO the

face of Cypher.

CYPHER

Real is just another four-letter

word. Like Fuck. And Damn. And Shit.

And-

AGENT SMITH

MISTER REAGAN, PLEASE be civil.

Cypher laughs, shoving the steak into his mouth.

The restaurant is located on the top floor of a Chicago

skyscraper where the view is breathtaking and the menu

has no prices.

Sitting across from Cypher is Agent Smith.

AGENT SMITH

Do we have a deal, Mr. Reagan?

Cypher chews the steak loudly, smacking it between his

teeth. He talks while chewing the food in his mouth.

CYPHER

Mmm, missis SOO muckin' guud!

Smith watches him shovel another hunk of meat into his

mouth.

CYPHER

When I put this piece of steak in

my mouth, I know that it doesn't

exist. I know that it isn't juicy,

thick and delicious. It's all just

a bunch of code. But do you know

what I realized?

AGENT SMITH

That you're an imbecile?

CYPHER

Hah hah. No, no, I'll tell you;

Pausing, he examines the meat skewered on his fork. He

pops it in, eyes rolling up, savoring the tender beef

melting in his mouth.

CYPHER

Ignorance is bliss.

AGENT SMITH

Like I said; you're an imbecile.

Cypher chuckles, amused.

AGENT SMITH

Then we have a deal?

CYPHER

Yeah, but remember this; I don't

wanna remember ANYTHING. I don't

wanna remember that this world

isn't real, that this is just the

Matrix and that I'm not living

in the real world. I don't want to

go back. I stay here, and you can

make me filthy rich. Like, I dunno,

mebbe some kind of celebrity. Oh,

and I want a big mansion, and a

sexy supermodel wife. You can do

that for me, right?

AGENT SMITH

Whatever you want, Mr. Reagan.

Smith then speaks quietly to himself;

AGENT SMITH

I'll have you end up as a brain-dead

wino with no money living in a

cardboard box in an empty alley...

CYPHER

Huh?

AGENT SMITH

Nothing. I'll be sure to arrange

things for you, then.

Cypher takes a deep drink of wine.

CYPHER

Okay. You plug me back up to a

power plant, put me back into the

Matrix, and I'll get you whatever

you fucking want.

Again, Smith mumbles softly, saying what he really wants;

AGENT SMITH

Your head on a stake...

CYPHER

What??

AGENT SMITH

Uh, I said 'Your platter of steak'.

It looks tasty.

CYPHER

Oh, HELL YES. But, yeah, I'll get

you what you want.

AGENT SMITH

Access codes to Zion.

CYPHER

Dunno them myself, but I know the

man who DOES...

AGENT SMITH

Morpheus.

A waiter comes over and hands Cypher a receipt.

CYPHER

-the FUCK?! I thought this place

was designed to not have any

fucking PRICES on the food!

AGENT SMITH

Hmm-hmm...You're in OUR WORLD,

Mr. Reagan.

CYPHER

Aw, DAMMIT...

INT. MAIN DECK

Sweat dapples his lip as Han snaps out of the construct

coma.

HAN

Geez, I was wondering about that.

TANK

What?

HAN

Why do dogs have wet noses.

TANK

...I thought you'd want to know

why you're bald here and not in

the Matrix.

HAN

Residual Self Image. DUH...

TANK

Yeah... Now what's this?

He points to one of Han's monitors.

HAN

Life systems monitor, glucose

levels, bladder capacity...

MAN, I think I really have

to go to the bathroom in a

minute...

TANK

What's that?

HAN

Main power supply to the core.

He follows Tank to the operator's station where he points

to a red key-switch.

TANK

How about this?

HAN

Mainframe self-destruct. Uses all

remaining power to generate an

Electromagnetic Pulse blast.

'Stuff's like Kryptonite to the

Machines.

TANK

Yeah. That blast is our best

weapon against the machines. The

problem is if someone is still in

the Matrix when that thing goes

off, they're not coming back.

HAN

Well who'd be stupid enough to

do THAT when someone sets it off?

TANK

YOU...

HAN

Oh.

Morpheus comes up behind them.

MORPHEUS

How's he doing?

HAN

GAH! Oh-DAMMIT, DON'T SNEAK UP

ON ME LIKE THAT!!

TANK

We just finished the operation

programs and he's showing great

retention, Morpheus.

HAN

Retention?? Like Water Retention?

Tank smacks Han across the head for saying something so

stupid.

MORPHEUS

Thank you, Tank. I want everyone

alerted to 12-hour stand-by. We're

going in. Han, it's time for you to

know why you're here.

Morpheus walks away.

HAN

SWEET. Uh, what does he mean??

TANK

He's taking you into the Matrix to

see her.

HAN

Trinity? The hooker?

Tank slaps Han again.

TANK

The ORACLE, DUMBASS!

Han looks down at the monitor teeming with Matrix data

that seems to coalesce, equations giving way to images as

a METAL SCREAM RISES BECOMING --

EXT. CHICAGO (MATRIX) - DAY

An El train. AGAIN.

INT. HOTEL LAFAYETTE (MATRIX) - DAY

The room is empty, heavy curtains covering windows. It

looks as if it hasn't been touched in years. In the

bedroom with the cracked oval mirror an old black PHONE

begins to RING.

In the mirror, we first glimpse them and as we keep

TURNING, the room fills with equipment and the team.

Morpheus answers the phone.

MORPHEUS

We're in.

SOMEONE

Excuse me?? Who is this?

MORPHEUS

Sorry, wrong number.

He hangs it up, then dials the right number.

MORPHEUS

We're in.

He hangs it up cooly, as if he never messed up in the

first place. Han snickers quietly.

MORPHEUS

Mouse and Cable hold the exit.

Let's go.

INT. STAIRWELL (MATRIX) - DAY

Han follows the others down the stairwell that winds

around an antique elevator shaft.

HAN

Did you have to do this?

TRINITY

Yeah. It SUCKS, I know.

HAN

What did she tell you?

TRINITY

Lots of things.

HAN

Any of them true?

TRINITY

Some of them.

HAN

...WHAT are we talking about again??

Trinity does her best to contain her anger and keep

herself from punching him.

GIZMO

Were they good or bad?

TRINITY

There's no point in worrying.

Whatever is going to happen is

going to happen.

HAN

Ah, you're a Fatalist, huh?

They cross the old lobby. Switch and Apoc stop at the

doors.

MORPHEUS

We should be back in an hour.

HAN

Aww, MANNNN. I don't like doing

anything more than 15 minutes...

EXT. HOTEL LAFAYETTE (MATRIX) - DAY

Han squints into the sun that seems unnaturally bright.

He is the only one without sunglasses.

HAN

Sheesh, why can't I have a pair

of shades to look totally bad-ass?

MORPHEUS

Remember what I told you earlier?

'If you are not one of us, you are

one of them'? Do you understand what

that means?

HAN

The agents. They're sentient

programs. They can commandeer any

software hardwired to the

mainframe. Look, I'm NOT A

PRESCHOOLER.

MORPHEUS

Anyone that is still in a power

plant. That is why we try to be

invisible in the Matrix.

HAN

If you wanted to be invisible,

why not be a ninja??

MORPHEUS

Cypher and Trinity move away from them, securing the

perimeter. As Cypher passes a garbage can, he

surreptitiously drops something inside. Han saw it,

and he raises an eyebrow at Cypher.

CYPHER

You didn't see NOTHING...

HAN

...Okay.

It is a cellular phone and we watch the blue display as

the LINE CONNECTS.

An early 1970s, black Lincoln Continental emerges from a

corrugated roll-up garage. Morpheus and Han get in.

INT. LINCOLN CONTINENTAL (MATRIX) - DAY

An enormous man is waiting for them. A wad of chewing

tobacco bulges his cheek. He spits into a Coke can.

Han is disgusted at the sight.

MOJO

Morpheus, been a long time coming.

MORPHEUS

You're looking well, Mojo.

MOJO

And your hair is looking lustrous as usual.

Mojo coughs a brown, cankerous laugh, juice speckling his

chin and shirt. He stares at Han, who rolls his eyes.

MOJO

You bringing us geriatrics now,

Morpheus?

He spits and laughs again. Han REALLY wants to punch him.

MOJO

Guess you are looking for a

miracle.

EXT. BAR (MATRIX) - DAY

The Continental pulls up to a bar in the kind of

neighborhood where every corner has a pair of eyes. And ears. And teeth.

INT. BAR (MATRIX) - DAY

A lightless, lower-class bar. No one enters that is not

expected, except for that one time when a nun tragically walked

in...

The front doors open in a brilliant burst of sunlight as

Mojo leads Morpheus and Han inside. Han looks around,

his eyes adjusting to the darkness.

HAN

Man, this certainly looks friendly...

Mojo talks to the bartender, then looks over.

MOJO

All right, it's cool. Go on back.

They weave their way to the back of the bar, the STICKY

FLOOR SNAPPING under their FEET.

HAN

Aww, MAN, I STEPPED IN GUM!

A monolith of a man rises from his stool as they walk up.

REX

You're late.

He moves to the side, opening the heavy iron door behind

him. They descend the basement staircase toward the

single bare bulb at the bottom, hanging above the only

door. Every once in awhile Han would pause and try to

scrape the gum off the bottom of his left shoe.

HAN

Stupid sticky wad of crap!

INT. BASEMENT (MATRIX) - DAY

A high-tech laptop and modem are set up on a stack of

milk crates. Han waits as Morpheus types in a series of

access codes. After a moment the screen blinks, "Welcome

Morpheus." Bemused, he speaks.

MORPHEUS

Thank you.

After they walk away from the laptop, the screen quickly

blinks, "Up yours..."

Morpheus walks back to the same door they entered, but it

now leads into --

INT. TEMPLE OF ZION (MATRIX) - DAY

The walls and floors are polished marble. Han follows.

HAN

What kinda idiot just tosses gum

onto the floor? Haven't they ever

heard of a trash ca-HOLY CRAP!

How'd we get HERE?! Did I miss

something?

MORPHEUS

This is the temple. It is a part

of Zion's mainframe. It's hidden

inside the Matrix so that we can

access it.

HAN

Uh-...-HUH...Look, old man,

you DO understand that this is all

pointless, right? I'm not gonna

believe anything some stupid Oracle

tells me.

Morpheus, standing with his hands clasped behind his back,

looks over at Han, his eyes watching Han from behind his

dark glasses.

MORPHEUS

So tell me, Han...What DO you believe

in?

HAN

Well, according to you guys, this

world isn't real. So what IS there

to believe in??

MORPHEUS

That is the reason why I took you here.

Reason and logic do not apply to faith.

Faith is a matter of your heart. And I

have FAITH that YOU are the One.

HAN

Uh-HUH...What about the others? The

other guys before me?

Morpheus is silent for a second.

MORPHEUS

The...others. Yes...There were five

others before you. I believed that

each one of them had the potential

to be the One. But, sadly, each one

of them died...

HAN

THAT sucks.

MORPHEUS

I misunderstood what the Oracle had

told me. I thought that I could just

choose anyone I wanted and make them

the One. I was WRONG, and that mistake

cost five people their lives...

Two PRIESTESSES are waiting in the antechamber when Han

and Morpheus enter.

PRIESTESS

Hello, Morpheus. We've been

expecting you.

MORPHEUS

Okay, you're on your own. Go with

them.

HAN

Uh, sorry, I'm not Catholic...

They take Han by the arm, leading him down a hall into

another room, with Han complaining the whole way.

HAN

--And 'Saint' Mary can just

eat my shorts!

PRIESTESS

Wait here. Among the other

Potentials.

HAN

Po...Potentials?? What is this,

some kinda Hero Recruitment

Center for position of The One?

INT. ROOM OF POTENTIALS (MATRIX) - DAY

Han enters and finally understands the attention given to

his age. The Potentials are all little children...

HAN

Little brats...Heh heh, I feel

more mature around HERE...

To prove his point, he sticks his tongue out at one of

the kids, who runs away crying.

The room feels at once like a Buddhist temple and a

kindergarten class. The children's heads are either

shaved or thick with dreadlocks. Some are playing,

others meditating or practicing their gift.

Han watches a little girl levitate wooden alphabet

blocks. The blocks form the words 'Miss Cleo Sucks' and

'Oracle Rules'.

This joke brought to you by Legendary Frog.

A skinny BOY holds a SPOON which sways like a

blade of grass as he bends it with his mind.

Han crosses to him, sits.

The Boy smiles as Han picks up a spoon and tries to

imitate him. Despite his best efforts, Han cannot make

it bend. He begins to bang it on the floor and stuff

as the boy talks;

SPOON BOY

Your spoon does not bend because

it is just that, a spoon. Mine

bends because there is no spoon,

just my mind.

HAN

Uh-HUH...

Han watches as it curls into a knot.

SPOON BOY

Link yourself to the spoon.

Become the spoon and bend

yourself.

Han nods, again holding up his spoon.

HAN

There is no spoon. Right.

Become the spoon...Bend myself...

He concentrates. Eventually, it works, but Han

messed up and accidentally began bending HIMSELF...

His limbs twist in disturbing ways and his head bends

down at an angle.

HAN

OW-OW-OW-OW-OW...

Fortunately, a Priestess comes up and taps him on the

shoulder before Han does any permanent damage to himself.

PRIESTESS

The Oracle will see you now.

Spoon Boy smiles. Han growls at him.

INT. SHRINE (MATRIX) - DAY

Han enters nervously. Beneath his feet is a path of the

zodiac leading to marbled stairs that rise to a dais and

a three-legged throne. He cracks his shoulder into place,

his body still a tad bit twisted from the fiasco earlier.

The throne is empty.

HAN

...Yo?

A DISTANT FEMALE VOICE calls to him and he follows it up

the stairs. At the top of the dais, he smells something

cooking. He sniffs curiously.

HAN

Do I smell bacon?? Or something else?

Following the scent, he moves behind the pillars where he

finds an open door.

VOICE (O.S.)

Just come on in.

He walks through a vestibule where he sees a fabulous

moonstone headdress and velvet robes. A second door

leads into --

INT. ORACLE'S CHAMBERS (MATRIX) - DAY

It looks like a suburban tract house.

There is a lot of cozy furniture, a dining roon hutch

filled with china, shelves and tables crowded with

doilies, knick-knacks and ceramic brick-a-brack.

HAN

OOOOOKAY...

Han follows the plastic carpet runner to the kitchen.

A WOMAN is huddled beside the oven, peering inside

through the cracked door.

HAN

Yo?

ORACLE (WOMAN)

I know. You're Han. Be right

with you.

HAN

You're the Oracle? I expected a

CHICK...But...YOU'RE the Oracle?

I didn't expect an old HAG...So

YOU...are the Oracle?

ORACLE

Bingo. I got to say I love seeing

you non-believers. It's really a

relief. All that pomp and

circumstances just plain tucker me

out. Almost done. Smell good,

don't they?

HAN

Eh, I've smelled better.

ORACLE

I'd ask you to sit down, but

you're not going to anyway. And

don't worry about the vase.

HAN

What vase?

He turns to look around and his elbow knocks a VASE from

the table. It BREAKS against the linoleum floor.

ORACLE

The vase.

HAN

Ah. Okay. I won't worry, then.

She pulls out a tray of chocolate chip cookies and turns.

She is an older woman, wearing big oven mitts,

comfortable slacks and a print blouse. She looks like

someone's grandma.

ORACLE

I'll get one of my kids to fix it.

HAN

Heh, so, how did you know? You

some kinda Oracle? Oh, right...

She sets the cookie tray on a wooden hot-pad.

ORACLE

What's really going to bake your

noodle later on is, would you

still have broken it if I hadn't

said anything.

HAN

Man, that IS going to keep me

awake at night...

Smiling, she lights a cigarette.

ORACLE

You're cuter than I thought. I

don't know WHY she doesn't like

you...

HAN

You mean Trinity? The prostitute?

ORACLE

...NOW I see why she doesn't...

She sighs.

ORACLE

You know why Morpheus brought you

to see me?

HAN

DUH! Because I'm The CHOSEN ONE!

ORACLE

Do you really think so?

HAN

Eh. I COULD be.

She gestures to a wooden plaque, the kind every grandma

has, except that the words are in Pig Latin.

ORACLE

You know what that means? It's

Pig Latin. Means, 'Know thyself.'

She puts her cigarette down.

ORACLE

Well, let's have a look at you.

HAN

I don't have to take my shirt off

or anything, do I? 'Cause I'm not

into that kinda stuff.

She widens his eyes, checks his ears, then feels the

glands in his neck.

HAN

What is this? How can you tell if

someone's The One by giving them

a check-up? I feel like I'm at

my doctor's office...Except I don't

get any lollipop...

ORACLE

Open your mouth. Say, 'ahhh.'

Han sighs, then does so.

She nods then looks at his palms.

ORACLE

Hmmm. You sure got the gift, but

it's tricky. I'd say the bad news

is, you're not the one. Still got

a lot to learn. Maybe next life.

HAN

Uh, thanks, I guess...But, uh, is

there any GOOD news?

ORACLE

Same as the bad news, you're not

The One. You're actually The Two.

Almost as good as The One, but not

quite.

HAN

Oh, THAT'S cheerful. Izzat all?

ORACLE

No. Here.

She picks up the tray of cooling cookies.

ORACLE

You better take a cookie. Got a

big day ahead of you.

HAN

Oh JOY...Man, you really ARE a

Grandma-type of person...

He eyes her, then takes a cookie.

ORACLE

Make a believer out of you yet.

You have alot to do.

HAN

Got a big day ahead of me, eh?

You mean like how I'm gonna be

ambushed by Agents?

The Oracle's eyes widen, wondering how he knew. Han nods,

HAN

I read ahead in the script.

INT. ANTECHAMBER (MATRIX) - DAY

Morpheus rises from a bench as the Priestess escorts Han

out. When they are alone, Morpheus puts his hand on

Han's shoulder.

MORPHEUS

You don't have to tell me

anything, Han, because I already

know what she said.

HAN

Yeah, a guy can feel really down

when he's told he's not The One.

I'm actually The Two. I don't care

what she says; being The Two is

great because it's TWICE as good as

The One.

MORPHEUS

I brought you so that you could

hear it for yourself. I knew it

would help.

Han finishes his cookie. He mumbles something about

'bad cooking'.

MORPHEUS

No one will ever ask you because

it is a gift from her. It is for

you and you alone.

HAN

Sheesh, you're getting cryptic again.

EXT. CITY STREET (MATRIX) - DAY

Storm clouds shroud the streets as the sky turns

jaundice.

Cypher nervously glances down the surrounding streets.

He notices several unmarked white vans.

He mops the sweat from his forehead, when Trinity sees

the black Lincoln.

TRINITY

Here they come.

INT. MAIN DECK

In the hovercraft, we see the sweat rolling down Cypher's

face and neck.

Tank is typing rapidly at the keyboard.

TANK

Weird. This area never has this

much activity. Oh well, at least

this will be more interesting

than that faked nude photo of

Trinity I got ripped off on from

E-Bay.

EXT. HOTEL LAFAYETTE (MATRIX) - DAY

Apoc opens the side door and they enter the hotel.

INT. ROOM 1313 (MATRIX) - DAY

Mouse's CELLULAR RINGS. He answers it in his usual

manner that he uses just to confuse people who call him.

MOUSE

Welcome to Movie-Phone. Press 1 for

'The Matrix', press 2 for 'Manos',

press 3 for-

TANK (V.O.)

They're on their way.

MOUSE

Right.

The phone flips shut as he jumps up.

MOUSE

Let's get to work.

INT. HOTEL LAFAYETTE (MATRIX) - DAY

Light filters down the throat of the building through a

caged skylight at the top of the open elevator shaft.

Four figures glide up the dark stairs that wind around

the antique elevator.

Han notices a black cat, a yellow-green-eyed shadow that

slinks past them and pads quickly down the stairs.

A moment later, Han sees another black cat that looks and

moves identically to the first one.

HAN

Whoa. Deja vu.

Those words stop the others dead in their tracks.

INT. MAIN DECK

The monitors suddenly glitch as though the Matrix had an

electronic seizure.

TANK

Oh, shit! Oh, shit! Shitshitshitshit!

Boy, I LOVE saying 'Shit'...

INT. HOTEL LAFAYETTE (MATRIX) - DAY

Trinity turns around, her face tight.

TRINITY

What did you just say?

HAN

Just 'Deja Vu'. Weird word, isn't it?

TRINITY

What happened? What did you see?

HAN

A black cat went past us and then

I saw another that looked just

like it. Heh heh. 'Deja Vu'.

Sounds like some kinda Witch Doctor.

TRINITY

How much like it? Was it the same

cat? Was it the Meow-Mix Cat?!

HAN

It looked exactly the same as the

previous one. Come on, let's go.

What does it matter, anyway?

Trinity looks at Morpheus, who listens quietly to the

rasping breath of the old building.

HAN

...What?

TRINITY

A deja vu is usually a glitch in

the Matrix. It happens when they

change something.

HAN

So? Everything changes all the time.

Except the Hershey bar! Unchanged

since...uh, I forgot.

She also listens as the staccato BEAT of HELICOPTER

BLADES GROW ominously LOUDER.

INT. MAIN DECK

Tank sees what was changed.

TANK

It's a trap! Somebody set us

up da bomb!

INT. STAIRCASE (MATRIX) - DAY

Morpheus looks up the stairs as a helicopter shadow

passes over the clouded glass.

MORPHEUS

Come on!

INT. ROOM 1313 (MATRIX) - DAY

Cable goes to the draped windows.

CABLE

Did you just feel something weird?

MOUSE

Yeah...Kinda like when I get a rash.

The CELLULAR RINGS.

INT. BASEMENT (MATRIX) - DAY

Heavy bolt-cutters snap through the main phone cable.

INT. ROOM 1313 (MATRIX) - DAY

Mouse answers the phone.

MOUSE

What's going on?

TANK (V.O.)

They cut the hard-line! It's a

trap! Get out!

Cable yanks open the curtain.

CABLE

Oh, no. Oh SHIT.

The windows are bricked up.

INT. HALL (MATRIX) - DAY

The door to the roof explodes open as heavily-armed men

rush towards room 1313.

INT. MAIN DECK

Tank watches helplessly.

TANK

No, no, no.

INT. ROOM 1313 (MATRIX) - DAY

The door slams open and the police force pours in, dozens

of assault rifles surrounding Mouse and Cable who are

armed with only handguns.

CABLE

Morpheus! It's a trap --

INT. STAIRS (MATRIX) - DAY

Morpheus stops as the scream is drowned by the REPORT of

MACHINE GUNS filling the building with a terrible fury.

TRINITY

Oh, God. Oh, Buddha. Oh Allah! Oh-

MORPHEUS

SHUT UP, TRINITY.

INT. MAIN DECK

Mouse's body thrashes against its harness as --

INT. ROOM 1313 (MATRIX) - DAY

BULLETS POUND him against the blood-splattered brick

window. Gun smoke thickens the room, Cable blasting and

moving until --

The HAMMER CLICKS empty. He screams as a DOZEN GUNS OPEN

FIRE, ripping him apart.

INT. MAIN DECK

Blood spits from Cable's mouth, his body spasming, then

lying perfectly still.

The flat-line ALARM softly cries out from the life

MONITORS of the two dead men.

EXT. HOTEL LAFAYETTE (MATRIX) - DAY

More police cars arrive as cops break open the lobby

doors.

INT. STAIRWELL (MATRIX) - DAY

Flying downstairs, Morpheus stops, hearing the police

swarming below. He turns and rushes down the hall of the

eighth floor. At the end of it, he finds the bricked-up

windows.

CYPHER

Shit! The windows are blocked! That's

what they changed!

The sound of heavy BOOT-STEPS close around them with the

mechanical sureness of a vice.

MORPHEUS

Give me your phone.

TRINITY

They'll be able to track it.

MORPHEUS

We have no choice.

TRINITY

Hey, you remind me of that Verizon guy...

MORPHEUS

What?

INT. MAIN DECK

Tank answers the call.

MORPHEUS (V.O.)

Tank, find a structural drawing of

this building and find it fast. Or

just draw one by hand, but if you do,

make sure you draw a smiley-face sun

and some flowers.

His fingers pound the keyboard.

INT. LAFAYETTE (MATRIX) - DAY

Flashlights probe the rotting darkness as the police

search every floor.

INT. MAIN DECK

The diagram windows onto the screen.

TANK

Got it.

MORPHEUS (V.O.)

I need the main wet-wall.

TANK

Haha. 'Wet-Wall'. Sounds like some

kinda watersp-

MORPHEUS (V.O.)

Tank?

TANK

Yes?

MORPHEUS (V.O.)

Just shut the hell up and do it.

TANK

Sorry...

INT. HALL (MATRIX) - DAY

Agent Smith pauses, his hand going to his earpiece.

INT. ROOM 808 (MATRIX) - DAY

Morpheus is guided by Tank.

TANK (V.O.)

Now left and that's it in front of

you...I think.

MORPHEUS

You THINK? Dammit, Tank!

TANK (V.O.)

Hey, I'm only human! I'm not some

stupid know-it-all like you!

MORPHEUS

Hey, don't make me come through this phone

line and go all Matrix on your ass, Tank!

IS THIS IT OR NOT?

TANK (V.O.)

I-I guess so. Yeah! Yeah...

MORPHEUS

Good.

He cuts off the phone.

INT. HALL (MATRIX) - DAY

Agent Smith hears the LINE CLICK dead.

AGENT SMITH

Eighth floor. They're on the

eighth floor.

INT. HALL (MATRIX) - DAY

Agent Brown hears Smith on his earphone.

AGENT BROWN

Eighth floor! Move!

He runs ahead of his men, but they stampede over him.

INT. STAIRWELL (MATRIX) - DAY

Cops flood the eighth floor, rushing everywhere.

INT. ROOM 808 (MATRIX) - DAY

Several cops sweep through the room. It is empty. As

they pass the bathroom, we see a man-sized hole smashed

through the plaster and lathe.

INT. WALL (MATRIX) - DAY

They are inside the main plumbing wall, slowly worming

their way down the greasy, black stack pipes.

Above them, light fills the hole they made to get inside.

INT. HALL (MATRIX) - DAY

Brown turns to Smith. He stammers for some reason.

AGENT BROWN

Whabro hlsjeou onwou?

Smith stares at him like he's insane, which he probably is.

AGENT BROWN

Sorry. Glitch. Ahem Umm...

I mean, where are they?

INT. ROOM 608 (MATRIX) - DAY

The cops search in silence, straining for a clue, when

one hears SOMETHING STRANGE near the bathroom.

COP

UGH, I HATE public bathrooms...

INT. WALL (MATRIX) - DAY

Cypher has slipped and is wedged between the wall and

several thick supply pipes.

CYPHER

DAMN THIS SUCKS...

INT. ROOM 608 (MATRIX) - DAY

The Cop leans in, his ear almost against the thin

membrane of plaster separating them. He can hear

WHISPERS, HISSES and a GRUNT when --

The WALL suddenly bulges, SHATTER-CRACKING as the Cop

realizes --

COP

They're in the walls! The walls!

OTHER COP

Man, why did I become a cop? I

could've been an accountant like

my mom wanted, but NOOOOO...

INT. WALL (MATRIX) - DAY

Han pulls Cypher free just as the Cop OPENS FIRE --

BULLETS PUNCHING shafts of light like swords into the box

of soot-black space.

INT. ROOM 608 (MATRIX) - DAY

The Cop keeps FIRING, his flashlight strapped to his gun

barrel, lighting up the wall until --

A BULLET spits out his forehead. Agent Smith watches the

BODY fall with a THUD. For some reason he speaks not to

the other cops but to the dead guy, as if berating the cop for

getting himself killed.

AGENT SMITH

Are orders that hard to follow?

I'll say it again. Morpheus must

be taken alive. Understand?

Stupid bunch of kindergarteners...

INT. WALL (MATRIX) - DAY

They're almost falling, they're climbing so fast.

Above them, plaster is smashed open as crumbling bits

shower down on them, filling the crawlway with dust.

INT. ROOM 608 (MATRIX) - DAY

Agent Smith looks into the open wall, at the exposed

intestines of the building, and realizes where they are

going.

AGENT SMITH

...Like rodents. Like Mickey Mouse.

Wait, what am I SAYING?

INT. WALL (MATRIX) - DAY

Just below, a RIFLE-BUTT SMASHES open the WALL, light

raking across the lathe.

COP

I got him! I got him!

Trinity finds her gun first. BULLET-HOLES POP out the

WALL as she STRAFES the room, sending cops diving for

cover.

They continue, Trinity exposed for a moment, when a

creeping cop smashes a fist through and grabs a fistful

of her hair.

He starts to yank her out when Han pulls out his gun

and pops a cap through the cop's skull. A THUD is heard

as the cop's body falls to the floor.

They then quickly sink out of sight.

INT. BASEMENT (MATRIX) - DAY

This part of the basement, a dark concrete cavern, was

the main mechanical room. There are four enormous

boilers, dinosaur-like technology that once pumped hot

water like arteries.

Black and bloody, they squeeze out from the ceiling into

the tangled web of pipes.

Their enemies are waiting for them.

Blinding lights cut open the darkness as gas-masked

figures FIRE GRENADE LAUNCHERS.

Smoke blossoms from the green-metal canisters.

Morpheus never stops moving. Searching the floor, he

finds what he needs; the cover of the catch basin.

Cypher watches him pry open the grate, when a gas can

bounces near him.

MORPHEUS

Come on!

Cypher seems to trip as the cloud envelops him.

INT. MAIN DECK

Cypher's body begins to shiver uncontrollably.

TANK

Nerve gas. Ewwww...

INT. BASEMENT (MATRIX) - DAY

Morpheus watches Cypher disappear into the smoke then

follows the others down the wet-black hole.

INT. CATCH BASIN (MATRIX) - DAY

They crawl through greasy black water in a three foot

diameter pipe that feeds into the sewer main.

INT. BASEMENT (MATRIX) - DAY

Gas-masked apparitions find the open hole.

EXT. HOTEL LAFAYETTE (MATRIX) - DAY

Cypher is carried out, hand-cuffed, his body still

shaking, mucus bubbling out his nose. As he is led past

Agent Smith, it almost seems that both men smile.

AGENT SMITH

We have them now...And wipe his nose,

for god's sake.

INT. SEWER MAIN (MATRIX) - DAY

Han punches out the screen and then spills down into the

main water trough.

Oily water forms around them as they wade across the man-

made underground river, towards the service catwalk.

Han is about to pull himself out when he sees them coming.

HAN

WUH-oh...

Flashlights and laser sites sweep at them as cops in

helmets and heavy armor, looking more machine than human,

fill both ends of the tunnel.

There is a single manhole cover above them.

Morpheus whispers to Trinity.

MORPHEUS

You have to get Han out.

Understand? That's all that

matters now.

TRINITY

That stupid kid? Look, Morpheus,

dont'--

MORPHEUS

He must get out. Do you

understand me?

She nods reluctantly.

A fountain of water erupts as Morpheus leaps for the manhole

ladder, his coat flying open like the wings of a manta

ray.

COP 1

There he is! That's him!

That's Laurence Fishburne!

COP 2

Wait, aren't we supposed to be

going after Morpheus?

COP 1

Same guy, dude.

Pools of light wash over Morpheus as he hauls himself to the

surface.

COP

He's heading for the street!

Trinity urges the others to follow her. Grabbing Han,

they wade quietly away from the chaos.

EXT. STREET (MATRIX) - DAY

Morpheus shoots out of the sewer but the police are

waiting for him. The closest cop is armed with a

tranquilizer gun. He fires --

But Morpheus' is too fast, leaping sideways, then

almost pouncing forward at the cop. He grabs hold

of the man's gun arm and twists it entirely the wrong

way, breaking the bones like twigs.

The cop screams in pain, then collapses.

The cops lunge at Morpheus but every part of his body is a

deadly weapon moving with impossible speed.

It seems he might fight his way out when he throws a

spinning back fist that is caught by --

Agent Smith.

AGENT SMITH

So, we meet at last.

MORPHEUS

Uh-HUH...And you are...?

AGENT SMITH

Smith. I am Agent Smith. Pleased

to meet you.

Smith waves his arm back, motioning to the other cops.

AGENT SMITH

That's Dave. And that's John. And

over there's Caleb.

Morpheus and the cops exchange hellos and shake hands politely.

MORPHEUS

Pleased to meet you all. Now, where

were we?

AGENT SMITH

I caught your fist and we were about

to fight.

MORPHEUS

Ah yes. All of you Agents look the same

to me. Just like I can't tell Chinese

from Japanese people...

AGENT SMITH

I can't tell you how much I've been

waiting for this moment.

MORPHEUS

You just did.

AGENT SMITH

Oh...

Faster than a snake spits, Morpheus cracks Smith with a

jaw-breaking right.

MORPHEUS

I have been waiting for this moment

as well, Smith.

Agent Smith smiles, then flips directly over Morpheus.

Morpheus turns around to attack Smith once he lands,

but somehow the Agent shifts his body in mid-air and

lands a hard kick on Morpheus' face before landing.

INT. SEWER MAIN (MATRIX) - DAY

Trinity leads the others, fading into the darkness of the

tunnel, lit only with shafts of lights streaming through

the street drains as we RISE TOWARDS them --

THROUGH a grate INTO the fight.

EXT. STREET (MATRIX) - DAY

Smith and Morpheus exchange a furious serious of blows

that is witnessed but not believed by the surrounding

police.

COP 1 (DAVE)

...I think I'm on drugs.

COP 2 (CALEB)

I think I'm insane...

COP 3 (JOHN)

I think I'm Keanu Reeves!

Agent Smith delivers a punishing kick that staggers

Morpheus.

AGENT SMITH

You can't win. You can NEVER win.

And winners DON'T do drugs, understood?

Morpheus smiles.

MORPHEUS

Winning is all that matters.

He stands up and drops his fists; a steely resolve in his

eyes.

AGENT SMITH

Take him.

Cops swarm over Morpheus.

INT. MAIN DECK

Tank reaches out to the screen as if reaching for

Morpheus.

TANK

No! Aw, dammit, everything's

going wrong today!

EXT. HOTEL LAFAYETTE (MATRIX) - DAY

Cuffed and beaten, Morpheus is thrown into a caged

transport vehicle. The DOOR CLANGS shut.

Agent Jones finds Agent Smith.

AGENT JONES

The others were lost.

AGENT SMITH

Dammit, Jones, I TOLD you to give them

maps!

AGENT JONES

No, I mean they were killed.

AGENT SMITH

OH...

AGENT JONES

Yeah...

AGENT SMITH

You've taken care of Reagan?

Agent Jones nods.

AGENT SMITH

Then the others do not matter.

AGENT JONES

Understood.

AGENT SMITH

And next time, give your men maps

so they won't get lost.

AGENT JONES

...Whatever.

EXT. STREET (MATRIX) - DAY

A manhole cover cracks open. Two eyes peek out just as a

TRUCK RATTLES over it. The THUNDER DOPPLERS AWAY and the

cover opens.

Han, Trinity, Switch and Apoc climb out. Trinity pulls a

water-logged phone from her pocket.

TRINITY

Shit, we need a new phone now.

And this one was just 2 days away

from retirement...

SWITCH

You watch too much of that Simpsons

show, Trin.

INT. MAIN DECK

Tank is again at the monitors, searching the Matrix.

TANK

We gotta find the others. They're

still alive.

The PHONE RINGS.

TANK

Operator.

CYPHER (V.O.)

I need an exit! Fast!

TANK

-the HELL? Izzat you, Cypher?

I thought they had you.

EXT. STREET (MATRIX) - DAY

Cypher is standing at a public phone. Across the street

is the burning paddy wagon that appears to have collided

with an oncoming car.

CYPHER

There was an accident. A fucking

car accident. All of a sudden.

Boom. They're all dead. Shit

everywhere, man!

INT. MAIN DECK

Dozer spots the wreck.

DOZER

There he is.

TANK

I got you.

CYPHER (V.O.)

Just get me outta here.

EXT. STREET (MATRIX) - DAY

TANK (V.O.)

Nearest exit is Franklin and Erie.

An old appliance store.

Cypher hangs up and smiles as the fire trucks arrive.

CYPHER

Fucking RETARDS. Hahah.

INT. MAIN DECK

The PHONE RINGS. Tank answers.

TANK

Sighs Operator.

TRINITY (V.O.)

Tank, it's me.

EXT. STREET (MATRIX) - DAY

They are outside a pawn shop. Trinity has a new cellular.

TRINITY

We need an exit! Fast!

TANK (V.O.)

Gotcha. You're not far from

Cypher.

TRINITY

What the hell? I thought Cypher--

TANK (V.O.)

So did we. That boy's got the

Devil's luck apparently.

I sent him to Franklin and

Erie. Gave 'im bad directions

on purpose as a joke.

TRINITY

Nice.

She hangs up.

EXT. STREET (MATRIX) - DAY

Running, Cypher turns onto Erie. He stumbles over a

trash can and shoves an old lady out of the way.

INT. APPLIANCE STORE (MATRIX) - DAY

Dead machines, eviscerated and shrouded with dust lay on

metal shelves like bodies in a morgue.

Plywood covering a small window is ripped off and Cypher

crawls inside.

Deep in the back room, a PHONE that has not rung in years

begins to RING.

INT. MAIN DECK

Tank punches the emit command.

TANK

Got him.

Cypher's body twitches in its harness, jerking itself

awake. His eyes blink open. Dozer unplugs him.

DOZER

System check looks fine.

Cypher stands, a raspy cough spewing from his lungs.

DOZER

Take a cough drop, man.

EXT. STREET (MATRIX) - DAY

Trinity sees the appliance shop.

INT. MAIN DECK

Cypher holds his chest.

DOZER

You okay?

CYPHER

Goddamn gas. My lungs are killing

me.

He crosses to an overhead bin.

CYPHER

We got any pain killers? Tylenol?

DOZER

Only Nyquil. Sorry. No pain killers.

CYPHER

DAMN...

As Dozer stoops for a cabinet, Cypher pulls back a heavy

blanket exposing a plasma rifle.

INT. APPLIANCE STORE (MATRIX) - DAY

Han crawls through the window that Cypher opened.

INT. MAIN DECK

Tank finishes loading the exit programs as Cypher rises

behind him, swinging the weapon at his back.

He looks over as Dozer turns with the first aid kit, a

look of frozen disbelief crossing his face --

DOZER

No!

Tank spins as red hot wads of PLASMA EXPLODE through his

chair and into his back. Diving, a second BURST tears up

his side --

As Dozer shoots a look at the monitor where Tank was

working. He stabs the enter command activating the exit

sequence and ducks under a BARRAGE of PLASMA FIRE-

INT. APPLIANCE STORE (MATRIX) - DAY

The PHONE begins to RING as the others crawl in.

SWITCH

God, I love that sound.

HAN

Going to phones like this, I feel

like Clark Kent...'Faster than a

speeding bullet!' Heh heh.

SWITCH

Shaddup.

INT. MAIN DECK

Dozer rolls up, grabbing a heavy crowbar from a box of

tools.

Cypher circles the drive chairs as the sights of the

plasma rifle find Dozer's face.

DOZER

SHIT...

Dozer charges, screaming, and the PLASMA RIFLE SCREAMS

back.

INT. APPLIANCE STORE (MATRIX) - DAY

The PHONE is still RINGING.

TRINITY

You first, Han.

Han answers the phone when there is a CLICK. There is no

signal. Nothing but silence.

TRINITY

What happened?

HAN

It just went dead. Doesn't ANYTHING

work around here?

Trinity listens to the dead line and takes out the

cellular.

INT. MAIN DECK

The operator PHONE begins to RING- Cypher steps over the

body of Tank and looks at the monitor.

INT. APPLIANCE STORE (MATRIX) - DAY

Trinity can almost feel him watching them. Every

unanswered RING wrings her gut a little tighter, until --

CYPHER (V.O.)

Hello, Trinity.

TRINITY

What the hell are YOU doing, Cypher?

Where's Tank?

CYPHER (V.O.)

He had an accident. Tripped and went

BOOM. Hahaha.

TRINITY

What? Is Dozer there?

INT. MAIN DECK

He walks over to Trinity's body, staring down at it

hanging in its coma-like stillness.

CYPHER

You know, I was in love with

you, Trinity. I thought you felt

the same way about me, but you

didn't. I used to dream about

you at night, you know? You and

I, alone on a tropical island

eating pickles from coconut monkey

heads while painting pictures

of-----

TRINITY (V.O.)

...WHAT?

CYPHER

...THAT didn't make any sense. Okay,

never mind about the dreams.

He nuzzles his face against hers, feeling the softness of

it.

CYPHER

You are a beautiful woman. Too

bad things had to work out like

this. We could've had something

special.

We INTERCUT BETWEEN the appliance store and the main

deck.

TRINITY

You BASTARD. You KILLED THEM...

APOC

What?! Who did?

SWITCH

Oh SHIT...

HAN

Well THAT isn't very nice...

Wearing Tank's operator headgear, Cypher moves among the

silent bodies.

CYPHER

In a way you're very lucky. Most

people never know why they die.

One minute they're alive, the next

they're dead. No warning.

Nothing. That's why I thought

maybe I should tell you. It

seemed the least I could do.

He stands over the body of Morpheus, as his anger boils

up out of him.

CYPHER

You see, what you people don't

realize is that it's OVER! The

war is OVER! And you know what?

We LOST! This whole mission

we've been doing is POINTLESS!

TRINITY

What about Zion? What about US?

The ones who know the truth about

the Matrix? We're trying to fight

against the Machines to take back

what we lost!

CYPHER

Zion? Zion is a part of this

delusion. More of this madness.

That's why this has to be done.

It has to end. Now and forever.

The Machines WON. And they ALWAYS

will.

She suddenly sees the entire dark plan.

TRINITY

Oh my God. This is about Zion.

You sold us out for the access

codes to Zion...You gave them

MORPHEUS, you BASTARD!

Cypher walks away from Morpheus and bends down next to

Apoc's body.

CYPHER

You see, babe, we have a place in

the future, in the MATRIX.

TRINITY

The Matrix isn't real! It's all

just a big charade!

CYPHER

Oh, I don't think so, Trinity. I think

the Matrix in itself is actually

more real than this world. Pull

a plug here, and in there a man's

LIFE ENDS.

He grabs hold of the cable in Apoc's neck, twists it and

yanks it out. Cypher chuckles softly.

CYPHER

Now, YOU tell ME which is real.

Apoc seems to go blind for an instant, a scream caught in

his throat, his hands reaching for nothing, and then

falls dead. Switch screams. Han stares in shock.

CYPHER

Welcome to the real world, right?

He laughs.

TRINITY

Mark my words, Cypher, you're gonna

PAY FOR THIS.

CYPHER

Pay for it? I'm not even going to

remember it. It'll be like it

never happened. I got nothing to

worry about then. The Machines are

gonna jack me back into the Matrix

and erase my memories. I'll be richer

than God, living in a mansion with

a swimming pool, everything. Better

than living in a goddamn hovercraft

spending every waking hour running

from the Machines.

His hand slides around the neck of Switch as he takes

hold of her plug.

CYPHER

Tell Switch that this is a gift from

ME...I'm gonna free her from this world

once and for all.

TRINITY

Hey, Switch, Cypher's gonna give you

a---Wait, WHAT?!

She suddenly feels her body severed from her mind as she

is murdered.

TRINITY

DAMN YOU, CYPHER!

HAN

I never DID like the guy...

CYPHER

Don't shoot the messenger, Trin.

And I'm going to prove that the

message is true.

He stands over Han's limp body, who's mind is in another

world.

CYPHER

If Han really IS The One, then I

shouldn't be able to pull this plug,

right?

Trinity turns to Han, eyes wide with fear, and he knows he is

next.

HAN

CRAP...Hey, I'm just The TWO...

CYPHER

Suppose for a second that Morpheus

is right; that Han IS the One. Then

that means that I can't kill him.

I won't be able to pull this plug

because some kind of shitty miracle

will happen to stop me. I mean, how

can he be the fucking ONE if he's

DEAD, huh?

TRINITY

Cypher, you don't wanna do this!

Han IS the One and he WILL save us!

CYPHER

Let's find out then...

He takes hold of the cord when --

She hears an EXPLOSION and a scream.

Cypher is on the ground, his left leg blown off at the

knee. He rolls over and finds Tank on the ground, and

the sights of the plasma rifle.

TANK

HAH. A miracle DID happen...

Even though Han and Trinity are one the other side of the

phone, they know what happened.

HAN

It's Tank! He's alive. Cool!

Cypher lunges for Han's plug just as Tank BLOWS his head

off.

INT. APPLIANCE STORE (MATRIX) - DAY

They're both listening, trying to figure out what is

happening when the store PHONE starts to RING.

Trinity smiles. Han sighs in relief.

TRINITY

We should hurry now.

HAN

Yeah. I suppose. Stupid Cypher...

INT. MAIN DECK

Trinity's eyes open, a sense of relief surging through

her at the sight of the ship. As Tank unplugs her, she

sees his charred wounds.

TRINITY

Tank, you're hurt.

TANK

Eh. I'll just walk it off.

TRINITY

Dozer?

Tank's face tightens.

TRINITY

I'm sorry, Tank. I'm really sorry.

EXT. NIKO HOTEL (MATRIX) - DAY

A Japanese luxury hotel in downtown Chicago.

A military helicopter sets down on the roof. Heavily

armed Marines begin to deploy.

Agent Jones gets out of the helicopter, flanked by

columns of Marines. They open the roof access door

and enter the top-floor maintenance level of the hotel.

INT. TOP FLOOR (MATRIX) - DAY

They get in the elevator. At every door, at least two

Marines stop and post guard.

INT. HALL (MATRIX) - DAY

They exit the elevator and walk to the Presidential

suite; the final two Marines post guard.

INT. PRESIDENTIAL SUITE (MATRIX) - DAY

Inside, he finds Agent Smith.

AGENT JONES

There is a problem. Reagan has

failed to secure the hardware.

We never should've trusted the

human.

Agent Smith stares out the window.

AGENT SMITH

Damn sacks of flesh and bone...

AGENT JONES

But if Reagan has failed, why

haven't they pulled the plug?

AGENT SMITH

Haven't you learned by now, that

it is impossible to understand why

they do the things they do? Just

like girls...Cooties.

He turns. Jones raises an eyebrow, wondering what the

hell Smith was talking about.

AGENT SMITH

Continue as planned. Trace his

signal to locate their position

and deploy an extermination unit.

Morpheus is handcuffed to a chair, stripped to the waist.

He is bleeding from numerous wounds and is pumped full of

serum, alternately shivering and sweating. He is hooked

up to various monitors with white disk electrodes.

Agent Brown begins running a trace program.

INT. MAIN DECK

Han looks at Morpheus whose body is covered with a cold

sweat.

HAN

Boy, looks like he's really in

some deep crap...

TANK

They're cracking his mind.

HAN

Really? How?

TANK

They inject virus-like serums to

break down the system. It's like

cracking a computer. All it takes

is time.

HAN

WEIRD. Uh, how long do you think

it would take?

TANK

Depends. But when they DO, his alpha

pattern will change. Here, lemme show

you an example.

Tank punches several commands on Morpheus' personal unit.

The monitor waves change from a chaotic pattern to an

orderly symmetrical one. Han stares at the waves absent-

mindedly, his eyes transfixed by the screen.

HAN

Guuuuhhhhh...

Tank looks at Han questioningly. He waves his right hand in

front of Han's face, up and down.

TANK

Hey, snap out of it, Hanny boy.

Han does. He shakes his head a bit and wipes some drool from

his chin.

HAN

Uh, YEAH, sure, I'd like some cornbread.

Interesting screensaver ya got here.

TANK

...WHATEVER.

Trinity rolls her eyes, almost unable to believe how stupid

Han is.

TANK

Anyways, when the old man's pattern

DOES change to that, he'll crack like

an egg and tell them whatever the hell

those Agent bastards wanna know.

HAN

CRAP. That CAN'T BE GOOD.

They'll get what they want then.

The access codes to Zion.

TANK

If an agent got inside Zion's

mainframe he could do anything.

Disable the defense system. It

would be the end of us.

He looks up at Trinity who is pacing relentlessly.

TANK

We can't let that happen. We have

to do it, Trinity. Zion has to be

protected.

HAN

DUHHHHH.

TANK

Shaddup, Han.

Trinity sees Cypher's dead body. Rage overtakes her and

she starts kicking him. Han joins her gleefully.

TRINITY

Goddamnit! Goddamnit!

TANK

We have to pull the plug.

TRINITY

No!

HAN

Oh, COME ONNN, Trin.

TANK

We don't have any other choice.

Those words are like using gasoline to put out a fire and

we watch the pain in her eyes burn into a blaze. She

walks past him and gets into her chair.

TANK

Trinity, what are you doing?

TRINITY

I'm going in after him.

TANK

Morpheus could conform at any

minute --

TRINITY

If he does I'm sure you'll do what

has to be done.

TANK

You saw that place. It's suicide.

She glares at him. Han watches confusedly.

TANK

I know what Morpheus means to

you --

TRINITY

I'm NOT LETTING HIM GO WITHOUT

A FIGHT.

HAN

SWEET.

Trinity yanks her harness tight.

TRINITY

Not without a fight.

INT. PRESIDENTIAL SUITE (MATRIX) - DAY

Agent Smith stands in the bedroom of the enormous suite,

staring out the windows at the city below, shimmering

with brilliant sunlight.

AGENT SMITH

Have you ever stopped and wondered

at it's majesty? It's perfection?

The Matrix is the epitome of technology,

the ultimate virtual-reality...and

the ultimate prison. A prison for the

minds of humans, designed to fool them

into believing the illusion. It's the

perfect deception; 99 of humans would

simply reject the idea, thinking

it too ridiculous to be true.

Agent Brown sucks a serum from a glass vial, filling a

hypodermic needle.

AGENT SMITH

And this isn't the first Matrix.

The first one was created to be

the perfect world for humanity; a

place where nobody would have to

suffer. No more sadness, only pure

happiness. The perfect world.

Agent Smith turns around briefly to look at Morpheus.

AGENT SMITH

...It was a DISASTER. Nobody would

accept the illusion. We lost thousands

of subjects. Entire crops.

Agent Brown jams the needle into Morpheus' shoulder, and

plunges down.

AGENT SMITH

There were those of us who thought

we lacked the proper programming

to create your perfect world. But

I believe they were wrong. Humans

immerse themselves into sadness,

suffering and misery. They won't

feel they're alive unless

they can define it through pain.

Sad, isn't it?

Agent Brown studies the screens as the life signs react

violently to the injection.

AGENT SMITH

It was a perfect dream world, but

it became a failure. Which was why

the Matrix was re-designed to this;

the so-called peak of your civilization.

He turns from the window.

AGENT SMITH

'Your' civilization...But humanity

is too infantile to control itself,

so we have to start thinking for you.

Thus, it becomes OUR civilization,

not your's. You humans are powerless

to control your destiny. And that,

my dear human, is what this is all

about.

He sits down directly in front of Morpheus.

AGENT SMITH

CHANGE, Morpheus.

He lifts Morpheus' head.

AGENT SMITH

Look out that window; you can see it.

You've HAD your time. The time of your

race is OVER.

Morpheus stares hard at him, trying hard not to show the

pain racking his mind.

AGENT SMITH

The future is our world, Morpheus.

The future is our time. EVERYTHING

is OURS. The Matrix has you now.

INT. MAIN DECK

Han goes to his chair and begins strapping in.

TRINITY

What do you think you're doing?

HAN

A chick like you couldn't do

something like this by yourself.

I'm coming with you.

TRINITY

Morpheus sacrificed himself so

you could escape. No way.

There's no way you're going back

in.

HAN

That loon did what he did because

he believed that I'm something that

I'm not.

TRINITY

What the hell are you saying?

HAN

The Oracle told me that I'm not

The One. I'm not HIM. I'm only

The Two.

Trinity is stunned.

HAN

She said that I have the gift, but

that I still have a lot to learn.

I felt insulted...

TRINITY

Did you tell Morpheus?

HAN

Why? It wouldn't mean anything.

He'd still believe what he wanted

to believe. But Morpheus is the

one that matters. He's more

important than me and we both know

it.

He straps in.

HAN

I may not be what Morpheus thinks

I am, but dang it if I ain't gonna

try to be it for his sake.

INT. PRESIDENTIAL SUITE (MATRIX) - DAY

Agent Smith sits casually across from Morpheus who is

hunched over, his body twitching.

AGENT SMITH

Morpheus, I'd like to tell you

something that I had learned during

my time here; You see, humans are

NOT MAMMALS. In reality, they

are something entirely different.

The life signs continue their chaotic patterns.

AGENT SMITH

A mammal is a creature that adapts

to its surrounding enviroment and

develops an equilibrium with its

natural enviroment. Humans, on

the other hand, consume every

resource avalible in an area until

that area's natural reserves are

dried up, multiplying the entire time.

Then the humans move onto another area

and repeat the process.

He leans forward.

AGENT SMITH

And do you know what that process

mimics? A VIRUS.

He smiles.

AGENT SMITH

Humans are a disease, Morpheus.

They are a cancer on the planet.

We, the Machines, are the cure.

Morpheus' body stays limp, twitching occasionally. The monitor

stills shows chaotic patterns.

INT. MAIN DECK

Trinity and Han hang motionless in the suspension unit.

Tank is at the operations station.

TANK

Okay. Store's open. What do you

need?

TRINITY (V.O.)

Weapons. And a LOT OF THEM.

TANK

Coming right up. Wouldja like

fries with that?

TRINITY (V.O.)

Very cliche', Tank.

He loads the weapons disk.

INT. CONSTRUCT

Racks of weapons appear and Han and Trinity arm

themselves.

TRINITY

Nothing like this has been done before.

HAN

Really?

He readies an M-16.

HAN

Well, that won't be true after today.

INT. PRESIDENTIAL SUITE (MATRIX) - DAY

Agent Smith is again at the window.

AGENT SMITH

Why isn't the serum working?

AGENT BROWN

It may be because we aren't asking

the right questions.

AGENT JONES

Or rather, it is that he does not know.

AGENT SMITH

He knows. He's resisting.

AGENT BROWN

How can he? He is a mere human.

AGENT SMITH

I do not know, but if I did...

Clenching his fists and teeth together in anger, Smith

slowly walks until he is standing in front of Morpheus.

Anger is something that isn't supposed to happen to

Agents, which is why Smith is trying to hide it, but

with little success.

AGENT SMITH

...Leave me alone with him.

Agent Brown and Jones look at each other.

AGENT SMITH

LEAVE ME ALONE WITH HIM. NOW!

INT. MAIN DECK

Tank sits down beside Morpheus whose face is ashen like

someone near death. He takes hold of his hand.

TANK

...Morpheus...Hold on, they're

coming for you.

Tank turns around to look at his computer.

TANK

Oh, DAMMIT! The E-Bay auction for

that Lord of the Rings Special Edition

DVD box set ended and I lost out!

EXT. NIKO HOTEL (MATRIX) - DAY

A dark wind blows. Uh, yeah...That's all that happens.

INT. NIKO HOTEL (MATRIX) - DAY

Several guards are standing guard, with a few pacing

calmly.

Suddenly, they hear a distant ROAR of a car engine.

They stare in total shock as they see a red Mercedes

screech around a turn and head towards the front doors

of the lobby in the hotel.

The Mercedes SMASHES through the glass doors and enters

the lobby, running over a guard in the process. Out of

it jump Han and Trinity. They both leap into the air

as the car screams past them and slams into the wall

opposite the entrance where the elevators are, exploding

into flames, killing four more guards.

GUARD

MOTHERFUCKER! IT'S THEM-

His cry is cut short as a bullet rips through his neck,

bursting out the other side. His body hits the floor with

a sickening THUD.

Still hanging in mid-air using the powers of the Matrix

and their minds, Trinity and Han open up with their

guns, cutting down all the other guards in the room.

A second later, they land onto the lobby floor.

HAN

Man, that was AWESOME!

TRINITY

It wasn't NECESSARY. We could have saved

time AND THE ELEVATORS if we hadn't done

that.

She motions to the heap of wreckage where the car is.

The doors to the elevators are blocked with the flaming

metal of the car, unuseable.

HAN

WOW, I mean, oops. Hang on, I

have an idea...

Han sets down a plastique explosive in the middle of the

lobby, and sets a timer on it. He then BOLTS OUT the

entrance-way to the hotel, stepping over the smashed

glass doors. Trinity follows.

EXT. NIKO HOTEL (MATRIX) - DAY

Han and Trinity stand outside the hotel and gaze upwards.

The side of the building is long, stretching upwards to

the sky. Nothing except windows peppering the otherwise

flat, smooth concrete surface.

TRINITY

You think we can do it? I'm not sure

about this...

HAN

Nah, it's alright. Come on, follow me!

Taking a deep breath, Han breaks into a sprint,

running towards the wall on the outside of the hotel.

His feet HIT the wall, and he immediately begins

RUNNING up the side of the building. Trinity follows

suit, and together they rush towards the roof of

the Niko Hotel.

A few minutes after this, while they are still running,

in the lobby below them a squad of soldiers burst into

the room, expecting to find Han and Trinity. Instead,

they find the car wreckage, several dead bodies and...

A PLASTIQUE EXPLOSIVE.

SOLDIER

SHIT!

A huge explosion rocks the entire building, and

the entrance below Han and Trinity erupts, spewing

flames.

INT. PRESIDENTIAL SUITE (MATRIX) - DAY

Agent Smith leans close to Morpheus, whispering to him.

AGENT SMITH

Morpheus? Are you listening? I

am going to be honest with you.

He removes his earphone, letting it dangle over his

shoulder.

AGENT SMITH

I DESPISE this reality. This

MATRIX. And do you know WHY?

IT'S THE SMELL. Your humans'

STINK. Not in the literal

sense. It's hard to explain.

But everytime I enter this

place, I feel like I've somehow

become infected by it.

He wipes sweat from Morpheus' forehead, coating the tips

of his fingers, holding them to Morpheus' nose.

AGENT SMITH

Sweat. You humans are covered in

it. I find it REPULSIVE.

He lifts Morpheus' head, holding it tightly with both

hands.

AGENT SMITH

You, and you alone, are my key

to get out of here.

Morpheus sneers through his pain.

AGENT SMITH

Once the sanctuary you humans

call Zion is gone, I will no

longer have any reason to be

here, you understand? I need

the codes. GIVE ME THE CODES.

THE KEY TO ZION.

He begins squeezing, his fingers gouging into his flesh.

AGENT SMITH

MY KEY. GIVE ME MY KEY!

The skull is about to shatter when Agents Jones and Brown

burst into the room. Agent Smith releases Morpheus.

AGENT BROWN

What the hell? Smith?

Agent Smith recovers, replacing his ear piece.

AGENT JONES

You have no idea. You don't know.

AGENT SMITH

...Know what?

Agent Smith listens to his earphone, not believing what

he is hearing. He is also somewhat stunned when he

feels the whole room shake from the blast of the

explosive Han planted.

EXT. ROOF (MATRIX) - DAY

Han and Trinity finally arrive at the rooftop. They

leap over the cement wall running the length of

the rooftop.

Both land with a quiet thud, and slowly stand erect

to scan the area.

HAN

Nothing?

TRINITY

Nothing. Seems clear. But I

doubt that will last.

INT. PRESIDENTIAL SUITE (MATRIX) - DAY

Agent Jones looks at Morpheus.

AGENT JONES

They're trying to save him.

EXT. ROOF (MATRIX) - DAY

Han and Trinity headed for the door that led to the stairway

leading down into the hotel. Before they managed to get there,

the steel door flung open and a dozen marines piled out onto

the rooftop. Each was carrying an assault rifle and one or two

gas grenades. The leader shouted something to the others, and

they quickly surrounded Han and Trinity. The two stood back to

back as they assessed the situation.

TRINITY

Well, this is pleasant. Any bright

ideas, Mr. Han?

HAN

Hey, you're starting to lose your

edge and cool, Trin.

TRINITY

Must be because of hanging around YOU.

HAN

Well, relax. I have an idea. This is

the Matrix, right? Well, then I should

be able to do THIS!

Han flipped backwards up into the air. His feet landed onto

Trinity's shoulders much to her surprise, and he leapt high up

into the air. The marines were stunned by this action, and didn't

react for a sec, which was all Han needed to gun them all down

while he was in the air. One marine DID react, his finger pulling

the trigger on his assault rifle before he died. The bullets

tore through the air and one hit Han in the shoulder.

Authour's Note: Usually, Trinity's shoulders wouldn't be able to support Han's

weight, but Han was using the powers of The Matrix again. There, like my convoluted

explanation?

Two seconds later he landed a little hard. He stood up, holding

onto his shoulder. Trinity ran over to him.

TRINITY

Are you alright?

HAN

Yeah, I'm fine. Just my shoulder hurts

like Hell...

He starts to feel dizzy and retches.

HAN

OH SHIT, I NEED AN AMBULANCE!

Just then, three marines ran up the stairs leading to the door

and positioned themselves on either side of the door. One

readied an explosive grenade and tossed it out onto the roof near

Han and Trinity.

TRINITY

FUCK!

INT. PRESIDENTIAL SUITE (MATRIX) - DAY

The Agents hear the BLAST AND FIRE ALARMS.

AGENT JONES

The rooftop --

AGENT BROWN

It's them. They're here.

EXT. ROOF (MATRIX) - DAY

Trinity is on the ground, coughing a little blood. She struggles

to find Han through the smoke that envelopes the whole

rooftop.

TRINITY

Han! Han, are you alright?

HAN

Yeah, but I don't think those marines

are.

TRINITY

Seeing as how you kicked that grenade

back at them, I'd say they aren't.

They stand next to each other and look at the roof-access

tower, which is now a pile of rubble.

Then, to make matters worse for the wounded heroes, a chopper

arrived. A man flying it was calling in back-up. A second

chopper arrived a minute later, and marines slid down a rope

hanging from it down onto the rooftop.

HAN

Lousy, nosy, good-for-nothings...

He pulled out a minature, fold-up single-shot rocket launcher

from under his coat and fired it at the second chopper. It hits

dead on, and the chopper fell onto the troops below it, exploding.

INT. PRESIDENTIAL SUITE (MATRIX) - DAY

An enormous EXPLOSION THUNDERS above them, shaking the

building. The ALARM SOUNDS, emergency sprinklers begin

showering the room.

Agent Smith smashes a table.

AGENT SMITH

Find them! KILL THEM!

Agent Jones nods and touches his ear piece.

EXT. ROOF (MATRIX) - DAY

The roof-access tower is engulfed in flames as Han

and Trinity lay waste to a dozen more Marines.

Guns and knives, like extensions of their bodies used

with the same deadly precision as their feet and their

fists.

Across the roof, the pilot inside the army helicopter

watches the ferocious onslaught.

PILOT

We are under attack!

I repeat, we are under attack!

Suddenly his face, his whole body dissolves, consumed by a

spreading locust-like swarm, of STATIC as --

Agent Jones emerges.

Just as she drops the last Marine, Trinity sees what's

coming.

TRINITY

...Oh SHIT...

Han sees her, the fear in her face, and he knows what is

behind him.

Screaming, he whirls, GUNS filling his hands with

thought-speed. In one hand is a Swiss SIG 540, a GP35 Automatic

Pistol in the other.

Fingers PUMPING, SHELLS ejecting, dancing up and away, we

look through the sights and gun smoke at --

The Agent blurred with motion --

Until the HAMMERS CLICK against empty metal.

HAN

Uh, okaaaaay...

Agent Jones charges.

HAN

Well, CRAP!

His GUN BOOMS as we enter the liquid space of --

Bullet-time.

The AIR SIZZLES with wads of lead-like angry flies as Han

twists, bends, ducks just between them.

Agent Jones still running, narrows the gap, the BULLETS

coming faster until --

Han bent impossibly back, one hand on the ground as a

spiraling gray ball shears open his shoulder.

He starts to scream as another digs a red groove across

his thigh. Another nips his right knee.

He has only time to look up, to see the barrel when Agent

Jones, standing over him, pulls the TRIGGER the final

time.

CLICK. Empty.

HAN

HA! Loser!

Agent Jones frowns. Before he can react, Han kicks both of

his feet into the Agent's gut. An uppercut punch sends

Agent Jones flying backwards through the air.

Han stands up and inserts a fresh clip of ammo into his

Browning 9mm FN GP35 Automatic Pistol; a favorite gun

of his.

Han strides swiftly forward, walking towards Agent Jones'

seemingly-unconscious body laying against the brick wall

lining the roof.

Trinity is watching all this while clutching her wounded

left shoulder.

TRINITY

Han, forget about him! We have to

get Morpheus!

He tilts his head to the side, half-looking back at her

while still walking to Jones.

HAN

Hey, I wanna do this MIB freak

in, Trinity! Stay out of it!

Trinity sighs. Finally, Han is standing right in front

of Agent Jones, pistol leveled at his enemy's head.

HAN

Don't think I'm fooled. I KNOW

you're not unconscious. GET UP.

Agent Jones opens his eyes and glares at Han. His back

is pressed against the wall as he's sitting on the ground.

AGENT JONES

Smart. But not smart enough.

He kicks his feet out at Han's legs, forcing Han to

stumble back. In that split-second, Han's finger pulls

the trigger of his gun. The bullet zips towards the Agent's

head, but misses as Jones dodges it faster than the eye

can see.

Agent Jones stands up and brushes the dust off his clothing

with his hands. Han snarls in anger. He aims his gun at

the Agent, who merely smiles.

HAN

...YOU'RE the one who's not smart

enough.

Agent Jones thinks that Han will fire the gun, but instead

Han lowers the gun and rushes at him. His left fist catches

Agent Jones in the gut. Han roars with anger as he uses

that fist to lift the Agent into the air and flings him

off the rooftop. A shout is heard, then a sickening THUD

as the body hits the sidewalk below.

Han and Trinity look over the side of the building and see--

The pilot's body.

HAN

Crap, he switched out of that body.

TRINITY

What now?

Han is already looking at the helicopter.

HAN

Can you fly that thing?

TRINITY

I soon WILL.

She pulls out a cellular phone.

INT. HOVERCRAFT

Tank is back at the controls.

TANK

Operator.

TRINITY (V.O.)

Tank, I need a pilot program for a

military M-109 helicopter.

Tank is immediately searching the disk drawers.

TRINITY (V.O.)

Hurry, dammit!

His fingers flash over the gleaming laser disks, finding

one that he feeds into Trinity's supplement drive,

punching the "load" commands on her keyboard.

EXT. ROOF (MATRIX) - DAY

Trinity's eyes flutter as information surges into her

brain, all the essentials of flying a helicopter absorbed

at light-speed.

HAN

UGH. THAT doesn't look natural...

TRINITY

Shut up. Let's go now.

INT. HALL (MATRIX) - DAY

Marines, trying to communicate with the men on the roof,

are beginning to panic when Agent Jones comes around the

corner.

SERGEANT

Sir, we've lost contact with

the marines on the roof!

AGENT JONES

Stay at your posts.

SERGEANT

But, sir, we should evacuate!

The fires--

AGENT JONES

REMAIN AT YOUR POSTS.

SERGEANT

...Yes, sir.

Agent Jones marches into the Presidential Suite.

INT. PRESIDENTIAL SUITE (MATRIX) - DAY

Agent Jones throws open the bedroom door and enters,

walking through the puddles pooling in the carpet.

AGENT JONES

Damn fire sprinklers...

Over the RUSHING WATER and the ALARMS, Agent Smith hears

a SOUND and understands the seriousness of the attack.

He turns to the wall of windows as the helicopter drops

INTO VIEW --

Han is leaning out the passenger door, holding a G36 Assault

Rifle.

HAN

EAT LEAD, YOU PIECE OF--!

The expletive he shouts after that is drowned out by the

piercing scream of bullets that spew forth from the barrel,

shattering the glass. Shards of the window fall to the floor

like hail--

As the Agents go for their weapons.

But Han is too close, his G36 too fast and

BULLETS are everywhere, perforating the room, as he

sweeps the gun from side to side. It had too small

a screen of bullets that it fired, but was sufficient

enough to keep the Agents on their toes.

Agent Smith is hit first, his body jack-knifing back,

blood arcing out with a sudden flash of light --

Then Agent Brown, his GUN still FIRING as his body falls.

And finally Agent Jones.

HAN

YEEEEEAAAH-HEH-HEH-HEH-HAH!!!

TRINITY

HELL YEAH!

Han glances at Morpheus curiously, wondering why he hasn't

moved.

HAN

Get UP, man! GET UP!

Morpheus sits unmoving, his head still down. Drool slides

down his chin, eyes twitching occasionally.

Han jumps into the room through the broken window, G36 slung

over his right arm.

He lands on the floor of the room with a wet thud, water

splashing everywhere. Han races towards Morpheus. Trinity

is leaning out of the helicoptor, right hand holding onto

the control stick of the 'coptor while she fired an Uzi

at the Agents with the other hand, providing Han with

surpressive fire.

Han attaches only one end to his harness to Morpheus when

they OPEN FIRE.

Quickly he swings the GUN, SPRAYING the other room,

WINDOWS SHATTERING, FURNITURE EXPLODING, marines diving

for cover.

INT. HALL (MATRIX) - DAY

Just outside the Presidential Suite, three marines

blister with snow-static. A janitor who is walking

by them stares at them, eyes wide. His eyes roll back

into his head and then he faints, not believing

what he just saw.

INT. PRESIDENTIAL SUITE (MATRIX) - DAY

Morpheus lifts his face into the room's rain. His eyes,

still white, begin to blink, twitch, then close.

And when he opens them, they are again dark and flashing

with fire.

HAN

Boy, HE doesn't look good...

The Agents knife into the room, FIRING even as Trinity's

BULLET TRAILS chase them. Han ducks and rolls, then opens fire.

Morpheus strains at his handcuffs. Han quickly ducks over

to him. Pointing his G36 pointblank at the chains linking

both cuffs, he fires a short burst. The bullets tear through

the metal, releasing Morpheus.

MORPHEUS

I could've done that.

HAN

The HELL you could.

The Agents and the marines turn the tide, BLASTING LEAD,

RICOCHETING, POCK-MARKING the COPTER. Trinity ducks back

inside the helicoptor and maneuvers it around to avoid

most of the hail of bullets.

TRINITY

Will you hurry up, dammit?! I'm

taking some severe fire over here!

HAN

Okay, okay!

FIRING wildly, Han turns to see Morpheus rising, snapping

the handcuffs, starting for the window.

Agent Smith stops and sees Morpheus run past the open

bedroom door.

AGENT SMITH

NO...NOOO!

He FIRES, sweeping across the sheetrocked wall in a

perfect line.

For an instant, we see the BULLETS SHRED, PUNCTURING the

WALL, searing through the wet air with jet trails of

chalk.

And as Morpheus starts to dive for the window, a bullet

buries itself in his leg --

Knocking him off balance.

HAN

Crap, he's not gonna make it!

Morpheus lunges, out of control --

As Han spins, every move a whip crack --

Snapping the other rope-end onto a bolted bar.

Morpheus begins to fall when Han hurls himself into the

wide blue empty space --

Flying for a moment.

The rope snaking out behind him; an umbilical cord

attached to a machine.

As their two bodies, set in motion, rushing at each other

on a seemingly magnetic course until --

They collide.

Almost bouncing free of each other, arms, legs,

scrambling, hands searching in furious desperation,

finding hold and clinging.

HAN

Crap-crap-crap-crap!

Until the line ends, snapping taut, cracking their

fragile embrace. Morpheus tumbles, legs flipping over,

falling down --

The ground deliriously distant --

As Han snatches hold of his mentor's still handcuffed

wrist.

HAN

Dammit---!

Trinity is already pulling the copter up and away.

As Agent Smith grabs the M-16 from the nearest marine.

AGENT SMITH

No, no! Dammit, you can't get away!

He'll bring them all down. Targeting the helicopter, he

aims at something only he can see: the oil line.

Bullets tear through the metal hulk, shredding it.

Oil gushes out, rapidly emptying the helicoptor.

TRINITY

Oh, SHIT! No, no!

Han is pulling Morpheus up to him when he hears the

HELICOPTER BEGIN TO DIE.

HAN

THAT'S not good...

Trinity struggles with the helicoptor, steering it

towards the nearest building.

Morpheus clings to Han as the machine begins to fall.

Han, of course, is trying to push Morpheus away.

HAN

EWWWW! Don't HUG me! I don't swing

that way, baldy!

Morpheus starts screaming like a little girl, saying

'We're all gonna DIIIIIIIE!'.

The ENGINE GRINDS, the CHOPPING BLADES start to slow

while --

The Agents stand in the open shattered window, watching

the helicopter disappear behind taller buildings.

AGENT SMITH

We'll meet again, Mr. Shackleford...

AGENT JONES

Hey, wanna catch a movie?

AGENT SMITH

Only if you're paying this time.

AGENT JONES

Jerk.

Carried by its momentum, Trinity guides the parabolic

fall over the nearest roof where --

Han and Morpheus smack right into a large billboard and

are pressed against it, unable to move because of the

helicoptor and the cord.

MORPHEUS

OUCH...

HAN

(Seeing the Budweiser billboard)

WASSSUUUUUUUPP!

Han and Morpheus drop to the roof.

Morpheus manages to get free of the rope. Han gets up,

but he can't get himself free.

The helicoptor is falling too fast. The rope is too tight.

Han begins to get dragged across the rooftop like a

parachuter who's stuck to a chute. He's headed for the

edge of the roof.

HAN

NOT COOL, NOT COOOOOOLL!

Trinity lunges for the back door, her gun in one hand,

grabbing for the rope with the other --

Han flies like a skipping stone, hurtling straight AT us,

when his feet hit the rain gutter --

HAN

HOOOOOLY CRAAAAAAAAAP!

A fulcrum that levers him up just as --

Trinity pulls the trigger of her gun, tearing apart the

cord from the helicopter, and leaping out, just as the

'copter SMASHES into the side of a glass skyscraper.

Holding onto the rope she swings, connected to Han, who

stands on the building's edge watching her arc beneath

him as the HELICOPTER EXPLODES --

She bounces against a shatterproof window that spider-

cracks out while FLAMES ERUPT behind her.

HAN

COOOOOOOL!

INT. MAIN DECK

Tank stares at the screen, his mouth agape.

TANK

He's GOTTA be the One...I think.

Dunno. Could be wrong.

EXT. ROOFTOP (MATRIX) - DAY

Han helps Trinity up and holds her, but Trinity shoves

him away, disgusted.

MORPHEUS

I knew it! I KNEW it! Yes!

HAN

Knew what? What the heck are you

babbling on about?

TRINITY

Morpheus!

She runs at him, throwing her arms around him.

HAN

Oh, SURE! HE gets a hug and I DON'T!

MORPHEUS

I was right, wasn't I?! Han HAS to

be the One! Nobody else could have

done that!

HAN

Hey, baldy! I'm NOT! That Oracle

granny told me that I'm NOT the One!

MORPHEUS

Well, that doesn't matter at all,

Han --

His eyes light up.

MORPHEUS

Not if you believe in yourself.

HAN

Oh, go fu-

TRINITY

HAN!

HAN

What? I was gonna say 'Go fub your

congratulations until we're back at

the ship'.

Yeah, it's a real word. Go look it up! 'cause learning is FUN!

_This message is brought to you by the National Learning Council_.

INT. MAIN DECK

The PHONE RINGS.

TRINITY (V.O.)

Get us outta here, Tank.

TANK

You got the old man?!

Intercut to Trinity and the others. She looks at Han and smiles.

TRINITY

Thanks to our friend Han here, yes.

We got 'im, Tank.

Back on the Main Deck, Tank whoops with joy.

TANK

HELL YES! I KNEW you guys would do

it!

Han grabs the phone from Trinity.

HAN

No you didn't, you freak! You were

the one who kept telling us that

it was suicide to go rescue him!

Tank slams his head on the console and groans.

TANK

Look, do you guys want the exit or

not?!

HAN (V.O.)

Mebbe we DON'T! Mebbe we WANT to stay

here!

Trinity slaps Han across the face and takes the phone

from him.

TRINITY

Dammit, Han! Tank, just give us the

exit, okay?

TANK (V.O.)

Fine. Underground El Station, State

and Balbo.

TRINITY

Seeya, Tank.

LINE GOES DEAD. Tank looks at the bodies and smiles.

TANK

Yeah. Seeya soon.

He minimizes the Matrix code window on the monitor and

starts playing Quake.

EXT. ROOFTOP (MATRIX) - DAY

The rope is all that remains. Agent Smith can barely

control his anger.

AGENT BROWN

Trace completed.

AGENT JONES

Position located.

AGENT BROWN

The extermination unit is in place

and ready.

AGENT JONES

Time to order the strike.

AGENT BROWN

Say Jones, you catch that episode of

Battlestar Galactica last night?

AGENT JONES

Yeah, I did. I even recorded it.

AGENT BROWN

Pretty insane how the Cylons occupied

New Caprica, huh?

AGENT JONES

I KNOW! And I still can't believe the

writers killed off Billy! I LIKED him!

AGENT BROWN

They had NO RIGHT to do that.

Smith paces back and forth quickly, unable to stand there

listening to the two goofballs. He mutters something under

his breath and then moves to the edge of the building, looking

at the city surrounding him.

AGENT SMITH

...They haven't escaped YET. We still

have time.

He unwraps a lollipop and pops it into his mouth, sucking on

it. Brown and Jones look at him.

AGENT BROWN

Uh, sir?

AGENT SMITH

Not now. It's time for my siesta.

He turns around and goes back into the building to take a nap.

Agents Brown and Jones stand there for a minute, wondering what

to do.

AGENT BROWN

...Wanna go get ice cream, Jones?

AGENT JONES

Sure.

INT. "EL" STATION (MATRIX) - DAY

A metal gate is locked, the sign reading, "Station

Closed." Han stops and groans.

HAN

Ah, crap! I can't get in! It's

closed! Oh, wait, I have THIS-

He pulls out his handgun and shoots off the lock, then

runs inside.

In the moist underground distance he hears the MUTED

RING of a TELEPHONE.

HAN

Izzat for ME? Oh, right...

The PHONE is RINGING inside a graffiti-covered booth.

Across from it, sitting hunched against the red concrete

wall, is an OLD MAN. He stares at the RINGING PHONE,

taking a final pull off his T-bird. No one is around.

It continues to RING.

He belches.

HOBO

I'll get that! Hold my calls!

He picks up the reciever.

TANK

Han? Izzat you?

HOBO

Hullo! I hate Mondays! Tea

time izzat four!

TANK

Oh, I'm sorry! I thought you were

someone else!

HOBO

No soliciting! Details at eleven!

The Hobo hangs up and shuffles away deeper into the urban

cave just as Trinity and Morpheus arrive.

TRINITY

Alright, let's blow this joint.

She steps up to the RINGING BOOTH and looks back at Han.

TRINITY

Ladies first, boys.

HAN

Nah, let the old man go first.

He deserves it.

Morpheus gets in and answers the phone.

Lost in the shadow, the Old Man turns back and watches as

Morpheus disappears, the phone dropping, dangling by its

cord.

His eyes grow wide, glowing white in the dark as he munches

on an old tuna sandwich he got out of a garbage can.

EXT. ROOFTOP (MATRIX) - DAY

Agents Brown and Jones are eating ice cream cones as

Smith arrives back on the rooftop.

AGENT SMITH

Dammit, I couldn't get to sleep.

AGENT BROWN

What was keeping you up?

Agent Smith stares, his face twisted with hate.

AGENT SMITH

The thought that I will NEVER be

free of this Matrix...

He walks up to the edge of the rooftop and slams his fists

down onto the waist-high concrete wall along the edge. He

can barely contain his rage as his mind races.

AGENT SMITH

No...NO, it CAN'T be this way. NOT

like this, it won't.

AGENT JONES

Suit yourself. Brown and I are gonna

go back inside and watch some reruns

of 'Jeopardy'.

He starts to turn from the edge of the building when he

suddenly hears it, his head whipping back around,

staring --

INT. "EL" STATION (MATRIX) - DAY

As the Old Man stares.

As Trinity steps into the phone booth, she turns to Han.

TRINITY

He's right, you know.

HAN

Who's right??

TRINITY

MORPHEUS, you dipshit.

HAN

What was he right about?

TRINITY

About how it doesn't matter what

he himself believes or what the

Oracle believes. The only thing

that matters is that you believe

in yourself.

HAN

Geez, you sound so cheesy, you

know that? Now what are you gonna

tell me; that 'Knowledge is Power'?

Or that 'Friendship is Everything'?

Trinity growls. The PHONE begins to RING.

TRINITY

I swear, Han, if you weren't the

One, I would have killed you by now.

She picks up the reciever when something catches their

eyes and they look to where the Hobo had been. They see --

Agent Smith raising a fistful of black gun-metal.

TRINITY

Oh God...

Han shouts but it's muted out by the SCREAM of the gun.

The BULLET flies towards Trinity and BURSTS through the

WINDOW of the booth, striking --

Nothing.

The handset dangles from the machine.

Han is standing several feet away from the PHONE BOOTH.

His EYES glance back and forth from Smith to the phone.

HAN

HELL NO...

He DIVES for the reciever, but Agent Smith's GUN SCREAMS

again. Han's HAND REACHES for the handset, but the bullet

SHATTERS the handset.

HAN

CRAP!

INT. HOVERCRAFT

Trinity blinks, shivering as her conscious exits the

Construct.

TRINITY

Oh shit! Han!

TANK

Mind telling me what the hell is

going on?

TRINITY

There was an Agent! You HAVE to send

me back, Tank!

TANK

No can do, Trin. That phone's broken.

INT. "EL" STATION (MATRIX) - DAY

Han starts to get up, his body twisting and turning to

avoid the shots Agent Smith fires at him. He hops up to

his feet and CHARGES towards Smith. He pulls out a Beretta

and FIRES it at Smith.

HAN

EAT LEAD, YOU FREAK!

He roars with rage as the Agent easily dodges the bullets.

Then, they reach each other.

AGENT SMITH

I am going to enjoy this, Mr. Shackleford.

HAN

So will I. I've always wanted to beat the

stuffing out of an Agent.

Fists and feet flying in a deadly, choreographed dance of death,

Han unrelentingly ATTACKS Agent Smith, who merely blocks each

attack.

Finally, Han manages to land a blow on Smith, STRIKING him under

the chin, his palm DRIVING the Agent's lower jaw upwards into his

skull. Agent Smith jumps away from Han and wipes the blood off

his mouth.

AGENT SMITH

Very good, Mr. Shackleford. Very good. But

this time it won't be so easy.

HAN

Shyeah right. I'm gonna pound you into the

pavement, you freak.

Han LEAPS towards Agent Smith again, simultaneously dodging and

attacking. This time, Smith himself attacks as well, BLOCKING each

strike and pummeling Han. His fists are soon covered in Han's blood.

Han is sweating and panting, while his opponent remains calm, cool

and calculating as he continues the assault. Han and Smith both

draw their guns.

For a brief moment, we enter BULLET-TIME.

The two AIM their handguns at each other's head and fire at the same

time, but like synchronized dancers, both tilt their heads back to

avoid the blasts.

They continue FIRING at each other at impossible speed, gun smoke

filling the station as cartridges cartwheel into space.

In an instant, they are on top of each other in a deadly embrace,

their guns again pointed at each other's head at point-blank range.

AGENT SMITH

You are empty, Mr. Shackleford.

Han grins, blood flowing between his teeth from his internal

injuries.

HAN

Obvious, ain't it? But you're empty,

too.

Smith desperately pulls the TRIGGER. CLICK.

He seethes with RAGE and he ATTACKS, roaring in anger, unable

to believe that ANYONE could hold their own in a fight against

an Agent such as himself.

But Han does.

Although he has a hard time keeping up with the Agent's moves,

Han manages to defend himself against the Agent. But suddenly,

in an eyeblink, Agent Smith grips Han's right arm and FLINGS

him aside, DRIVING Han's head through a steel column.

HAN

OUCH...

His head still buried in the column, Han's legs shoot upwards and

KICK into Agent Smith's stomach, causing the Agent to fall backwards

onto the floor. Han removes himself from the column, clearly pissed

off. Agent Smith stands up and brushes himself off. He glares at Han;

his eyes icy blue.

AGENT SMITH

You know you can't win, Mr. Shackleford.

HAN

I already have...I think.

He attacks with a vicious series of blows but the Agent

seems to absorb them, waiting for his opening.

And this time Agent Smith's attack is too much, an

unrelenting fury, fists pounding like jackhammers.

INT. HOVERCRAFT

Trinity watches Han as his body jerks, mouth coughing

blood, his life signs going wild.

TRINITY

That bastard! He's KILLING Han!

TANK

I thought you hated him. He DID

call you a hooker.

TRINITY

Oh, right.

INT. "EL" STATION (MATRIX) - DAY

Agent Smith grabs hold of him, lifting him into the air,

hurling him against the curved wall of the train tunnel,

where he falls inches from the electrified third-rail.

The Agent is about to jump down, and press his attack

when he hears something. From deep in the tunnel, like

an animal cry; a burst of high-speed METAL GRINDING

against METAL.

The sound of an ON-COMING TRAIN.

INT. HOVERCRAFT

Tank is trying to find another entrance.

TRINITY

Look, I KNOW he's stupid, and I know

he called me a hooker, but he's STILL

the One! You GOTTA send me back, Tank!

Anywhere!

TANK

I'm looking, Trin! Hey, you want me to

send you to JCPenny? They got a sale on

brassieres. What's your size?

TRINITY

Nice try, Tank.

TANK

DAMN...

From the cockpit, an ALARM sounds. Morpheus hurries to

the front console, typing, bringing up the radar.

Trinity follows him.

TRINITY

...oh no. Oh SHIT.

In every pipe surrounding them, they see the

Extermination Unit.

TRINITY

Damn. SENTINELS...

INT. SEWER MAIN

The killing machine we saw in the History Program blister

by us like tracer bullets shot down the throat of the

abyss.

INT. "EL" STATION (MATRIX) - DAY

Han tries to get up. Agent Smith jumps down onto the

tracks and drop-kicks him in the face.

HAN

OWW...

The world begins to shake, RUMBLING as the TRAIN NEARS.

AGENT SMITH

Can you hear that?

HAN

Uh, no?

AGENT SMITH

The train moves closer, the sound growing LOUDER.

HAN

...Ah! I hear it now! Okay, I see

what you're talking about now!

Agent Smith grabs Han in a choke-hold, forcing him to

look down the tracks, the train's headlight burning a

hole in the darkness.

AGENT SMITH

It is the sound of inevitability,

Mr. Shackleford.

Han sees it coming and he starts to fight.

AGENT SMITH

The sound of your death, drawing

your life to a close.

HAN

Hey, I'm too young to die!

There is another METAL SCREECH, MUCH LOUDER, closer, as

Agent Smith tightens his hold. Han is unable to breathe.

AGENT SMITH

To be honest, I'm going to miss you,

Mr. Shackleford. It's not often that

I meet someone who can be a worthy

opponent.

HAN

Ah, how nice of you.

Smith TIGHTENS his grip even more. Han gags.

HAN

GAAAH! NOT NICE! NOT NICE!

AGENT SMITH

Now that I think about it, I WON'T

miss you. I guess I'll be GLAD once

you die.

The TRAIN ROARS at them, swallowing Agent Smith's words.

The veins bulge in Han's head, as he grits through the

pain.

He is not ready to die.

HAN

Uh, hey! Your shoelace is untied!

Agent Smith pauses for a moment, then ties his shoe with

one hand while using the other to keep a hold on Han.

HAN

DAMN, you didn't fall for it...

Suddenly, Agent Smith's cellphone RINGS. He grabs it out

of his pocket with his free hand and answers it.

AGENT SMITH

Hello?

AGENT BROWN (V.O.)

Hey Smith, Jones and I are gonna order

some pizza from Captain Jack's Pizza

Palace. You want anything?

AGENT SMITH

Not now, Brown! I'm busy killing the One!

AGENT BROWN (V.O.)

The One?? You mean that little brat we were

after is the One? Wow.

AGENT SMITH

He soon won't be, once I kill him.

We hear beeps from Brown pressing the buttons over the phone,

but Brown forgot to hang up. He speaks, thinking he's already

called Captain Jack's.

AGENT BROWN (V.O.)

I'd like to order a large pepperoni and

anchovy pizza with Captain Jack's Famous

Four-Cheese sauce, a large Coke and---

AGENT SMITH

DAMMIT, BROWN! You're not ordering NOW!

You didn't call them yet!

AGENT BROWN (V.O.)

Oh, I guess I forgot to hang up the phone.

AGENT SMITH

What IS that I hear in the background?

AGENT BROWN (V.O.)

Oh, that's the goat that Jones bought.

We're inviting some chicks over for a

party, and---

AGENT SMITH

You're a sick, SICK bastard, Brown...

AGENT BROWN (V.O.)

Hahahahaha!

Agent Smith abruptly turns off the phone and stuffs it into his

pocket. Han is staring in confusion at Smith, wondering what the

hell he was talking about on the phone.

Impossibly, he manages to grab Agent Smith and TOSS him towards

the EL TRAIN.

Unfortunately, Smith manages to BURST THROUGH the front of the

train and land inside. The passengers are screaming in terror

as Smith SNAPS the neck of the train conductor.

HAN

DAMN...

Han runs towards the out-of-control train and LEAPS inside

through the hole in the front that Smith made.

AGENT SMITH

As I have said before, Mr. Shackleford--

The passengers sitting in the seats turn into a wave of

swarming energy as they transform into dozens of Agent Smiths.

They all look at Han and speak as one;

AGENT SMITHS

--YOU CAN'T WIN.

HAN

...THIS isn't good.

The first Agent Smith charges towards Han and throws a right,

but Han blocks it and knees him in the stomach. The Agent clone

doubles over in pain and Han shoves him off the train.

Two more Agents throw themselves at Han, but he knocks them both

away with relative ease. Han then DASHES through the crowd of Agents,

dodging their attempts to grab him, running towards the rear of the

train.

Upon reaching the end of the train, in the last car, he turns around

to face the HORDE of Agent Smiths walking towards him with mechanical

determination and evil intent.

HAN

Well, if they could change the Matrix,

why can't I? After all, I AM the One.

We ZOOM IN on his face as he closes his eyes and concentrates. His

eyelids flutter briefly and we see lines of code RACING across his

eyes.

INT. HOVERCRAFT

Tank is sitting at his usual station, monitoring Han's situation

in the Matrix using the code window. Confused at the sudden changes

in the code that he sees, he stutters.

TANK

W-w-w-what the HELL? What IS this?

INT. "EL" TRAIN (MATRIX) - DAY

As the Agents advance on him, Han kicks open the backdoor on

the car he's in, opening it up. The rails RUSH below like a

raging river as the train barrels out of control on the

track. Han grins at the Agent Smiths.

HAN

Been nice knowing you, you MIB

bastards.

With those words, he DIVES OUT OF THE TRAIN CAR and hits the

ground rolling.

The Agents stand there at the door to the car and are about to

jump out when the first Agent Smith turns around and sees what

Han changed about the Matrix---

The train tracks lead to a DEAD-END.

AGENT SMITH

...NO. DAMN HIM!

With a SCREAM of metal, SPARKS FLYING like a storm, the train

CRASHES into the brick wall at the end of the tracks, EXPLODING

in a cloud of fire and debris.

AUTHOUR'S NOTE: I dunno if it really would be possible for Han

to change the Matrix like the Machines do, but hey, he's the ONE,

alright?

Han, standing just a few meters away from the wreck, looks down

at his feet and spots Smith's cellphone that he dropped at some

point during the fight.

HAN

Hey, free phone! And I'll bet the

Agents have an calling plan! No

crappy fees for ME!

He stoops down and picks it up, then dusts it off. He is about to

put it in his pocket when it RINGS.

HAN

SHIT, not NOW!

He opens it up and answers it.

HAN

Hoy-hoy?

AGENT BROWN

Hey, Smithy boy! Pizza arrived and we're

having that party now! Wanna come?

HAN

Sorry, you got the wrong person, dude.

Smith be dead!

AGENT BROWN

What?! No WAY! How could you DO that?!

Han grins.

HAN

I'm the friggin' ONE, BITCH.

He turns off the phone, flips it shut and stuffs it into his pocket.

HAN

Hahaha, SWEET.

Han turns and starts to run, racing for the escalator --

As the smoke clears and Agent Smith BURSTS OUT in furious, determined

pursuit, his glasses and suit intact as if nothing happened.

Han glances behind him and sees Smith, then runs FASTER.

HAN

Awww, DAMMIT! Why can't he just STAY

dead?!

INT. HOVERCRAFT

Morpheus checks the ship's self destruct key.

TRINITY

What the hell do you think you're

DOING? You can't use that! Han's

not out yet!

MORPHEUS

...He'll make it.

EXT. CITY STREET (MATRIX) - DAY

A man sits in his Mercedes, talking on his car phone when

his door is thrown open. Han yanks him out and jumps in.

MAN

What the FUCK?! That's my RIDE, man!

HAN

Hey, when YOU'RE being chased down by

Agents who want to kill you, YOU can

'jack your OWN car.

Further down the street, Agent Smith slows, calmly

touching his ear-piece.

Han throws the car across traffic, rocketing down a side-

street. The man who owned the car stands up, confused as

he watches Han drive away.

MAN

What the HELL--?

INT. CAR (MATRIX) - DAY

Driving like a demon with one hand, he grabs the cell

phone and dials long distance.

HAN

Bwahahaha! Wait 'til that Agent

sees his phone bill after THIS!

The phone rings for a bit, and a voice answers him.

MAN (V.O.)

What you doing with my CAR, man?!

Realizing it's the same guy, Han abruptly turns it off.

HAN

Gah, DAMMIT!

He turns on the car's radio and switches it to a rock station,

headbanging to the music as he drives.

HAN

Grand theft auto, man! Yeehaw!

He dials again.

INT. HOVERCRAFT

Tank answers.

TANK

Operator.

HAN (V.O.)

Hey Tank, gimme a way outta here,

will ya?

TANK

Well if it ain't Hanny boy! We

been waiting for yeh!

INT. CAR (MATRIX) - DAY

Looking over his shoulder, watching the mirrors, Han

drives almost unconsciously. As a result, he begins

to veer off the road and drive along the sidewalk, running

down people who dive out of the way.

HAN

Couldja hurry it up, Tank? I got

some Agents hot on my tail!

INT. HOVERCRAFT

The keyboard clicking, Tank searches for an exit.

Trinity screams into the headset.

TRINITY

Han, you better get your ass back

here!

INT. CAR

HAN

Well, nice to know that you're

thinking of me, Trin. That's VERY

nice...

TANK (V.O.)

Woohoo! Got an exit for yeh, Hanny

boy!

Han glances to his right and sees Agent Brown, now

driving the car beside his. Agent Brown swerves,

slamming into him.

AGENT BROWN

So, YOU'RE the 'friggin' One, HUH?

Han curses as he tries to keep the car from being run

off-course as Brown continues to drive into him.

TANK (V.O.)

There's a hotel on Wabash and Lake!

HAN

Thanks, Tank. You've just saved my

ass!

TANK (V.O.)

Oh, and Han? Couldja pick me up a

bottle of soda and a bag of chips?

HAN

...SCREW YOU, Tank.

Han fights the steering wheel as Agent Brown pushes the

car up over the median.

TANK (V.O.)

The exit's in Room 303.

HAN

Okay. What I don't understand is

THIS; why can't you make an exit

at a place NEARER me? I'm passing

by several phone booths that I'm

SURE would make decent exits, Tank!

TANK (V.O.)

...I have years of experience. You

wouldn't understand.

HAN

Uh-HUH...Nice one, Tank.

TANK (V.O.)

Thanks. It WAS one of my better

excuses.

Han drops the phone as his car bucks into the opposing

lane --

Directly into the charging path of an enormous truck

driven by Agent Smith.

AGENT SMITH

So, you think you can run up my

phone bill, HUH?!

HAN

HOLY CRAP!

Han dives from the Mercedes as the truck plows into it,

rending metal and GLASS, crushing through, totaling other

cars, as it EXPLODES.

Han is up and running even as orange and black clouds

billow up behind him.

HAN

NOT my day!!

EXT. CITY STREET (MATRIX) - DAY

Three figures silhouetted by the burning wreckage become

the three agents.

Further down the street, Han continues to haul ass towards

Wabash and Lake.

Agents Brown and Smith slow, touching their ear-pieces as

Agent Jones continues chasing full-bore.

AGENT BROWN

Haha! Lookit the stupid way Jones

runs!

Han spins around a corner, racing toward the 'Heart of Chicago'

hotel.

Only Agent Jones is behind him now.

Han dives into the alley. At the far end he sees Agent

Brown charging. Han leaps for the fire escape and begins

to climb.

HAN

DANGIT! They JUST won't STOP, will

they?!

INT. SEWER MAIN

Sentinels open and shift like killer kaleidoscopes as

they ready their weapons, swarming around the

Nebuchadnezzar.

INT. HOVERCRAFT

The hovercraft booms as machines drop onto it.

TANK

--THAT doesn't sound good.

MORPHEUS

Better make the call, Tank!

INT. "HEART OF CHICAGO" HOTEL (MATRIX) - DAY

Agent Smith is in the elevator when he hears the DISTANT

RING of a PHONE.

AGENT SMITH

Time for your end, Mr. Shackleford.

EXT. ALLEY (MATRIX) - DAY

The agents chase Han, FIRING, BULLETS SPARKING and

RICOCHETING even as Han jumps for the third-floor

platform.

Han kicks in the window, jumping into the hall. The

doors count backwards: 310... 309...

HAN

Which door was it? 303, I think.

INT. HOVERCRAFT

Morpheus grabs the biggest gun he can find. The lasers

begin to slice through the hull.

TRINITY

GODDAMMIT, where IS he?

TANK

Who?

TRINITY

HAN, you smartass!

TANK

GEEZ LAWEEZ, lady. Calm down.

The boy's almost there.

MORPHEUS

He will make it.

TRINITY

Hurry, Han...

INT. HALL (MATRIX) - DAY

Han can hear the PHONE RINGING as he continues to count.

HAN

306...305...

He stubs his toe and curses.

HAN

Dammit! Now WHERE was I?!

Too stupid to check the room numbers again, he silently

counts on his fingers, trying to remember where he left

off.

Agent Brown closes in as Han counts.

HAN

Oh! Now I remember! This was--!

He looks up and sees the room number and realizes how

stupid he was.

HAN

...305...right.

Han continues to count the rooms in a hurry.

HAN

I think this is 303!

He opens the door and sees a naked woman dressing. The woman

screams, covering herself, and Han quickly closes the door

again, leaving himself back in the hallway.

HAN

...Wait, the PHONE'S in there! I

can't just NOT go in!

Agent Brown reaches the broken window behind him just as

Han grabs the handle of 303, throwing open the door to

find --

Agent Smith, waiting, .45 cocked. No naked lady anymore.

HAN

...AWWW, CRAP!

BOOM.

INT. HOVERCRAFT

Han's body jerks, and everyone hears it as the life

monitors snap flat-line.

Trinity screams. Morpheus is frozen in disbelief.

Tank turns around in his chair to see what's going

on.

TANK

Hey, what's all the hubbub abo--

...OH...Okay. NOT good.

INT. HALL (MATRIX) - DAY

Three holes in his chest, Han falls to the blue shag

carpeting, blood smearing down the wallpaper.

HAN

My...dying...words...are...

'Crap, why ME?'...

Agent Smith stands over him, still aiming, taking no

chances.

AGENT SMITH

I WIN, Mr. Shackleford.

INT. HOVERCRAFT

Through the lasered opening, Morpheus screams, blasting

away at the machines; comet-wads of plasma burning holes

in their armored housings.

Trinity collapses onto Han's body.

TRINITY

No, you CAN'T be dead! You just

CAN'T! Sure, you were an idiot

and all, but you were still the

ONE!

TANK

Aw, DAMMIT, now we're gonna haveta

have a BIIIIG funeral for him, and

THAT means me wearing a SUIT for

the funeral. And we gotta get a

hearse, too, and then there's

the flowers...Man, do you KNOW

how much that all adds UP to?

TRINITY

Han's DEAD, Tank! And all you

can think about is how much it'll

cost you?!

TANK

Well...YEAH...

INT. HALL (MATRIX) - DAY

Kneeling beside him, Agent Brown checks his vital signs.

AGENT BROWN

Patient died at 9:20 PM. No

vital signs. Brain activity

non-existent. Shot three times

in the chest. Make a note of

that, Dr. Jones.

Agent Jones pretends to hold a notepad and scribble

on it.

AGENT SMITH

Oh, for GOD'S SAKE, Brown!

AGENT BROWN

Sheesh, SOH-REE, Smith. Just

trying to have a little fun

here.

Agent Smith smiles, standing over him.

AGENT SMITH

...There IS no One. And there

never WILL be.

INT. HOVERCRAFT

Tank is hit, a laser bolt knocking him to the ground.

They can't hold them off any longer. Morpheus lunges for

the self destruct --

As Trinity whispers in Han's ear.

TRINITY

Han, you can't let go. You just

CAN'T, you hear me? I won't let

you go.

TANK

Dammit, now she's talking to a

DEAD GUY?

INT. HALL (MATRIX) - DAY

The agents walk to the elevator, leaving Han's body

behind.

INT. HOVERCRAFT

Morpheus flicks the Plexiglas shield of the self-

destruct, which is labeled 'In case of attacking

Sentinels, press to kick ass'.

TRINITY

Dammit, Han! Don't give up! Not

now!

She pounds on his chest.

TRINITY

Not now!

MORPHEUS

I don't think talking to him is

going to make him come back to

life, woman!

INT. HOTEL HALL (MATRIX) - DAY

The BLOW ECHOES deep in his mind.

His eyes snap open.

HAN

Wha-zuh-HUH?

INT. HOVERCRAFT

Trinity screams as the monitors jump back to life. Tank

and Morpheus stare, unbelieving.

It is a miracle.

TRINITY

Now get up, dammit! GET UP!

INT. HALL (MATRIX) - DAY

Han struggles, holding his chest, sitting up. Down the

hall, he sees the elevator closing and --

Agent Smith staring at him as if he were looking at a

ghost.

Han smiles and waves at Smith.

HAN

Hi! Remember ME?

AGENT SMITH

Nooooo!

Agent Smith pounds on the elevator door AGAIN AND AGAIN,

and BURSTS through, pissed and ready to fight.

HAN

All right, bring it ON!

The Agents draw their guns and FIRE at Han. But the storm

of bullets PASS THROUGH HAN as if he wasn't there. Han

didn't even need to dodge; the bullets just didn't hit

him, as though he were an illusion.

The Agents stare in disbelief.

For the first time, Han is able to SEE the Matrix. We look

through his eyes for a moment and see an ocean of computer

code rather than the hallway in the hotel.

HAN

Wow. NEAT!

INT. HOVERCRAFT

Tank is doing his best to fight off a Sentinel when he

glances over at the computer. He sees the rushing lines

of code fluctuating wildly, as if the computer were unable

to keep up or even describe what was happening.

TANK

...He's the One. Han is the One...

INT. HALL (MATRIX) - DAY

Agent Smith screams at the top of his lungs in rage and

charges towards Han. His attack is ferocious, but each

blow is blocked by Han easily. Han's face is calm while

Smith's is boiling with rage.

HAN

Dude, you need to take some Anger

Management classes.

Finally, Han decides to end the fight by grabbing Agent

Smith by the throat. Smith's body twitches VIOLENTLY.

His eyes roll back as his body flickers in and out like

a malfunctioning hologram. Suddenly, he disappears,

phased out of existence by Han.

Agent Brown and Agent Jones look at each other wide-eyed.

For the first time since their inception into the Matrix,

the Agents know fear.

AGENT JONES

...CHEESE IT!

The two Agents run away as Han laughs at them.

INT. HOVERCRAFT

A sentinel BLOWS a hole in Morpheus' right arm and he

screams, refusing to let go of the detonator.

INT. ROOM 303 (MATRIX) - DAY

Han dives for the RINGING PHONE.

INT. HOVERCRAFT

Machines split open the craft, pouring in, lasers

targeting everywhere.

A beam finds the center of Morpheus' forehead and he

screams, ready to die.

TRINITY

Now!

He turns the key.

INT. OVERFLOW PIT

A blinding shock of white lights flood the chamber;

sentinels blink and fall instantly dead, filling the pit

with their cold, metal carcasses.

INT. HOVERCRAFT

In the still darkness, only the humans are alive.

TRINITY

Han?

His eyes open. Tears pour from her smiling eyes as he

smiles.

HAN

I really showed those Agents, didn't

I?

TRINITY

Yes. Yes, you did.

FADE TO BLACK.

FADE IN:

ON COMPUTER SCREEN

as in the opening. The cursor beating steadily, waiting.

A PHONE begins to RING.

It is answered and the screen fills instantly with the

trace program. After a long beat, we recognize Han's

voice.

HAN (V.O.)

Yo. It's me. And I know you're

listening. I know you're out

there, trying to catch me. But

you won't.

We CLOSE IN ON the racing columns of numbers shimmering

across the screen.

HAN (V.O.)

I've called to let you know how

things are now.

We DIVE THROUGH the numbers, surging UP THROUGH the

darkness, sucked TOWARDS a tight constellation of stars.

HAN (V.O.)

You must be really proud of this

little world you've made. The way

it works, with all the fancy-pants

rules and so forth. But I've got

some news for ya, buddy. And it's

not 'New York Times' news news.

It's 'bad news' news.

We realize that the constellation is actually the holes

in the mouthpiece of a phone. Seen from inside.

HAN (V.O.)

And the news is that I've decided

that things should change around here.

And I'm gonna make those changes.

We SHOOT THROUGH the holes as Han hangs up the phone.

He steps out of the phone booth and starts walking,

wearing a long black coat and dark glasses. He passes a

mother dragging her little BOY, who cranes his neck as --

Han takes off, flying up into the air.

BOY

Mommy! Mommy!

MOMMY

What is it?

BOY

That man! That man flies!

MOMMY

Don't be silly, honey. Men don't

fly.

There is a RUSH of AIR as the Boy stares up as Han shoots

overhead. His coat billowing like a black leather cape

as he soars up, up, and away, faster than a speed bullet.

He curses as he accidentally flies into a flock of geese

who attack him, pecking his face and arms in anger.

FADE OUT.

THE END


End file.
